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HomeMy WebLinkAboutC-7876-3 - Contract for the Relocation of Compressed Natural Gas Fueling Facilities at the City Corproate YardCONTRACT WITH CLEAN ENERGY FOR THE RELOCATION OF COMPRESSED NATURAL GAS FUELING FACILITIES AT THE CITY CORPORATE YARD THIS CONTRACT ("Contract") is made and entered into as of this 11th day of August, 2025 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and Clean Energy, a California corporation ("Contractor"), whose principal place of business is 4675 MacArthur Court Suite 800, Newport Beach, CA 92660, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. On June 24, 2008, City and Contractor entered into that certain, Agreement with Clean Energy and Clean Energy Construction for Installation and Operation of a Compressed Natural Gas Fueling Station (Contract No. C-4060), whereby City agreed to permit Contractor to design and construct a fully operational Compressed Natural Gas ("CNG") fueling station at the City Yard, and to operate and manage said station for the duration of the agreement at no cost to the City ("Agreement"). C. Pursuant to the Agreement, Contractor privately owns and operates the facility at the City Yard for the benefit of the public and the City. D. City desires to perform the Corporation Yard Improvement Project, which, in part, requires that Contractor relocate its CNG dispenser to the compressor compound as shown in the Conceptual Site Plan, including related tasks such as install two single caisson mounted posts each with a seventeen foot hose, provide and install a traffic rated underground pull box to connect to a future dispenser, provide freight to the site at estimated and included costs, pay prevailing wages, and complete all construction work (but not all work) with an estimated 3 week project duration, as more fully described in the Contract Documents ("Project"). E. The Agreement does not require Contractor to incur the cost of moving its privately owned facilities, but Contractor has agreed to do utilizing its own forces, contractors and subcontractors, provided the City bear the cost. F. Pursuant to City policies and procedures, a sole source exception to formal bidding has been authorized for this work. G. City has solicited and received a proposal from Contractor and desires Contractor perform the work under the terms and conditions set forth in this Contract. H. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by City for the Project, and is familiar with all conditions relevant to the performance of services and has committed to perform all work required for the price specified in this Contract over a period of 30 Consecutive days commencing upon receipt of permits for the Project. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Contract shall commence on the Effective Date and shall terminate on September 30, 2026, unless terminated earlier as provided for herein. 2. SCOPE OF WORK 2.1. Contract Documents. The complete Contract for the Project includes all of the following documents: Contractor's Proposal, attached hereto as Exhibit A; Insurance Requirements, attached hereto as Exhibit B; Labor and Materials Payment Bond attached hereto as Exhibit C; Faithful Performance Bond, attached hereto as Exhibit D; all Project Permits; the Standard Special Provisions and Standard Drawings; Plans and Special Provisions for Contract No. 7876-3; and this Contract, and all modifications and amendments thereto (collectively the "Contract Documents"). Exhibits A, B, C, and D, and all other named Contract Documents, are incorporated herein by reference. The Contract Documents comprise the sole agreement between the parties as to the subject matter therein. Any representations or agreements not specifically contained in the Contract Documents are null and void. Any amendments must be made in writing, and signed by both parties in the manner specified in the Contract Documents. 2.2. Scope of Work. Contractor shall perform everything required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services required for the Project as identified in the Contract Documents ("Work" or "Services"). 2.3. All of the Work to be performed and materials to be furnished shall be in strict accordance with the provisions of the Contract Documents. Contractor is required to perform all activities, at no extra cost to City, which are reasonably inferable from the Contract Documents as being necessary to produce the intended results as specified in the Contract Documents. 3. TIME OF PERFORMANCE 3.1. Time is of the essence in the performance of Work under this Contract and Contractor shall complete the Work within 30 Consecutive days from the date of receipt of permits for the Project. Failure to complete the Work in the time allotted may result in termination of the Contract by City and assessment of damages as outlined in Section 3.2. 3.2. The parties agree that it is extremely difficult and impractical to determine and fix the actual damages that City will sustain should Contractor fail to complete the Project within the time allowed. Should Contractor fail to complete the Work called for in Clean Energy Page 2 this Contract within 30 Consecutive days from the date of issuance of the Notice to Proceed, Contractor agrees to the deduction of liquidated damages in the sum of No Dollars ($0.00) for each calendar day beyond the date scheduled for completion. 4. COMPENSATION 4.1. As full compensation for the performance and completion of the Project as required by the Contract Documents, City shall pay to Contractor and Contractor accepts as full payment the sum of Two Hundred Eighty Thousand Six Hundred Fifty Six Dollars ($280,656.00), less any money deducted pursuant to Section 3.2. Contractor shall not receive any additional compensation unless approved in writing in advance by City's Project Administrator as defined herein. City shall make full payment to Contractor no later than thirty (30) calendar days after acceptance of the Work by City. 4.2. This compensation includes: 4.2.1. Any loss or damage arising from the nature of the Work; 4.2.2. Any loss or damage arising from any unforeseen difficulties or obstructions in the performance of the Work; and 4.2.3. Any expense incurred as a result of any suspension or discontinuance of the Work, but excludes any loss resulting from earthquakes of a magnitude in excess of 3.5 on the Richter Scale and tidal waves, including tsunamis, and which loss or expense occurs prior to acceptance of the Work by City. 5. PROJECT MANAGER Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the term of the Contract. Contractor has designated Omar Alrawi to be its Project Manager. Contractor shall not remove or reassign the Project Manager without the prior written consent of City. City's approval shall not be unreasonably withheld, conditioned or delayed. 6. ADMINISTRATION This Contract shall be administered by the Public Works Department. City's Director of Public Works, or designee, shall be the Project Administrator and shall have the authority to act for City under this Contract. The Project Administrator or designee shall represent City in all matters pertaining to the Services to be rendered pursuant to this Contract. 7. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 7.1. Contractor shall use only the standard materials and equipment as described in the Contract Documents in performing Work under this Contract. Any deviation from the materials or equipment described in the Contract Documents shall not be utilized unless approved in advance by the Project Administrator. 7.2. Contractor shall comply with the terms and conditions of the Contract Documents. Clean Energy Page 3 7.3. All of the Work shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the Services required by this Contract, and that it will perform all Work in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. 7.4. All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Contract, all applicable federal, and state and local laws. 7.5. Contractor represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Contract. 7.6. Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies or other acts or occurrences beyond the control of the Contractor. 8. CHANGE ORDERS 8.1. This Contract may be amended or modified only by mutual written agreement of the parties. 8.2. The Contractor shall only commence work covered by a change order after the change order is executed and notification to proceed has been provided by the City. 8.3. There shall be no change in the Contractor's members of the project team, as listed in the approved proposal, which is a part of this contract without prior written approval by the City, not to be unreasonably withheld, conditioned, or delayed. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1. City and its elected or appointed officers, agents, officials, employees and volunteers shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the Work required hereunder, or for damage to property from any cause arising from the performance of the Project by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. 9.2. Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, Clean Energy Page 4 obstructions or from any cause arising from Contractor's Work on the Project, or the Work of any subcontractor or supplier selected by Contractor, excluding the negligence of willful misconduct of the City. 9.3. To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its elected or appointed officers, agents, officials, employees and volunteers (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Contract, any Work performed or Services provided under this Contract including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). 9.4. Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 9.5. Contractor shall perform all Work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of the Project Work. 9.6. To the extent authorized by law, as much of the money due Contractor under and by virtue of the Contract as shall be considered necessary by City may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. 9.7. Nothing in this Section or any other portion of the Contract Documents shall be construed as authorizing any award of attorneys' fees in any action to enforce the terms of this Contract, except to the extent provided for above. 9.8. The rights and obligations set forth in this Section shall survive the termination of this Contract. Clean Energy Page 5 10. INDEPENDENT CONTRACTOR City has retained Contractor as an independent contractor and neither Contractor nor its employees are to be considered employees of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment shall accrue to Contractor or its employees. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Contract. Anything in this Contract that may appear to give City the right to direct Contractor as to the details of the performance or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Work. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator and/or designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings have been scheduled or are desired. 14. BONDING 14.1. Contractor shall obtain, provide and maintain at its own expense during the term of this Contract both of the following: (1) a Faithful Performance Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Contract in the form attached as Exhibit D and incorporated herein by reference; and (2) a Labor and Materials Payment Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Contract and in the form attached as Exhibit C and incorporated herein by reference. 14.2. The Faithful Performance Bond and Labor and Materials Payment Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property - Casualty. Clean Energy Page 6 14.3. Contractor shall deliver, concurrently with execution of this Contract, the Faithful Performance Bond and Labor and Materials Payment Bond, and a certified copy of the "Certificate of Authority" of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the State of California. 15. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Contract or for other periods as specified in this Contract, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit B and incorporated herein by reference. 16. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman needed to execute the Work contemplated under the Contract shall be paid to all workmen employed on the Work to be done according to the Contract by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the Work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Contract. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. If both the Davis -Bacon Act and State of California prevailing wage laws apply and the federal and state prevailing rate of per diem wages differ, Contractor and subcontractor, if any, shall pay the higher of the two rates. Said prevailing rate of per diem wages are on file at the City, Office of the City Clerk, 100 Civic Center Drive, Newport Beach, California 92660, and are available to any interested party on request. 17. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Contract, the Work to be performed under this Contract shall not be assigned or transferred without the prior written approval of City; provided that the Work may be subcontracted out so long as the Contractor remains responsible for the Project. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or co -tenant if Contractor is a partnership or joint -venture or syndicate or co- tenancy, which shall result in changing the control of Contractor. Control means fifty percent Clean Energy Page 7 (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 18. SUBCONTRACTING Contractor shall be fully responsible to City for all acts and omissions of any subcontractors. Nothing in this Contract shall create any contractual relationship between City and subcontractor, nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Work to be performed under this Contract shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 19. OWNERSHIP OF DOCUMENTS 19.1. Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Contract, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. 19.2. Documents, including drawings and specifications, prepared by Contractor pursuant to this Contract, are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Contractor will be at City's sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to Contractor's deliverables under this Contract by City or persons other than Contractor is waived against Contractor and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such changes. 20. RECORDS Contractor shall keep records and invoices in connection with the Work to be performed under this Contract. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Contract and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Contract. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, documents, proceedings and activities related to the Contract for a period of three (3) years from the date of final payment to Contractor under this Contract. Clean Energy Page 8 21. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Contract. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. CONFLICTS OF INTEREST 22.1. Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Contract, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 22.2. If subject to the Act and/or Government Code §§ 1090 et seq., Contractor shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Contract by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 23. NOTICES 23.1. All notices, demands, requests or approvals to be given under the terms of this Contract shall be given in writing, to City by Contractor and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. 23.2. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Director of Public Works Public Works Department City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 23.3. All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Clean Energy Page 9 Attn: Robert Vreeland Clean Energy 4675 MacArthur Court, Suite 800 Newport Beach, CA 92660 24. NOTICE OF CLAIMS 24.1. Unless a shorter time is specified elsewhere in this Contract, before making its final request for payment under the Contract Documents, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Contract. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Contract, except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to all claims filing requirements set forth in the Contract and Contract Documents, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Govt. Code §§ 900 et seq.). 24.2. To the extent that Contractor's claim is a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, the Parties agree to follow the dispute resolution process set forth therein. Any part of such "Claim" remaining in dispute after completion of the dispute resolution process provided for in Public Contract Code section 9204 or any successor statute thereto shall be subject to the Government Claims Act requirements requiring Contractor to file a claim in strict conformance with the Government Claims Act. To the extent that Contractor's claim is not a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, Contractor shall be required to file such claim with the City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 25. TERMINATION 25.1. In the event that either party fails or refuses to perform any of the provisions of this Contract at the time and in the manner required, that party shall be deemed in default in the performance of this Contract. If such default is not cured within a period of fifteen (15) calendar days, or if more than fifteen (15) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within fifteen (15) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non -defaulting party may terminate the Contract forthwith by giving to the defaulting party written notice thereof. 25.2. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Contract at any time by giving seven (7) calendar days prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all materials purchased in performance of this Contract. Clean Energy Page 10 26. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Contract and all other Contract Documents by Contractor is a representation that Contractor has visited the Project Site as defined by the Contract Documents, has become familiar with the local conditions under which the Work is to be performed, and has correlated all relevant observations with the requirements of the Contract Documents. 27. STANDARD PROVISIONS 27.1. Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Contract. 27.2. Compliance with all Laws. Contractor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the City. Notwithstanding the foregoing, if any statutes, ordinances, regulations, rules or requirements or any governmental entities require a significant deviation from the Project as contemplated at the time of execution of the Contract, the Contractor shall be entitled to a Change Order under Article 8. 27.3. Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 27.4. Integrated Contract. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 27.5. Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Contract and any other attachments attached hereto, the terms of this Contract shall govern. 27.6. Interpretation. The terms of this Contract shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Contract or any other rule of construction which might otherwise apply. 27.7. Amendments. This Contract may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 27.8. Severability. If any term or portion of this Contract is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Contract shall continue in full force and effect. Clean Energy Page 11 27.9. Controlling Law and Venue. The laws of the State of California shall govern this Contract and all matters relating to it and any action brought relating to this Contract shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 27.10. Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 27.11. No Attorneys Fees. In the event of any dispute or legal action arising under this Contractor, the prevailing party shall not be entitled to attorneys' fees. 27.12. Counterparts. This Contract may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES ON NEXT PAGE] Clean Energy Page 12 IN WITNESS WHEREOF, the parties have caused this Contract to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: ? Y By: a on C. Harp Oi y Attorney ATTEST: Date: By: Molly Perry Interim City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: IN Joe Stapleton Mayor CONTRACTOR: Clean Energy, a California corporation Date: By: Andrew J Littlefair Chief Executive Officer Date: By: Robert Vreeland Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Contractor's Proposal Exhibit B — Insurance Requirements Exhibit C — Labor and Materials Payment Bond Exhibit D — Faithful Performance Bond Clean Energy Page 13 IN WITNESS WHEREOF, the parties have caused this Contract to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: ?)/R/Zs- am a on C. Harp City Attorney ATTEST: Date: Interim City Clerk CITY OF NEWPORT BEACH, a California un'cipal corporation Date:_ g ZS 2S By: Joe taple on Vf Ma or CONTRACTOR: Clean Energy, a California corporation Date: By: , An rew J tlefair Chief Exe utive fficer Date: D 9 / / 3 / 20Z6- y� B4LV"�, Robert Vreeland Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Contractor's Proposal Exhibit B — Insurance Requirements Exhibit C — Labor and Materials Payment Bond Exhibit D — Faithful Performance Bond Clean Energy Page 13 EXHIBIT A CONTRACTOR'S PROPOSAL Clean Energy Page A-1 E 0 4� O U In m o, o C 4� V ° Q C7 N W Uw O N70 O � N N v O N Z ° O c + L > i, O U d ai T U L U m Q rn � � Y c0 Q m >1 U � C •� � C C � � C C � � L � 0 � C° a a C. 0 07 ca a o 0 W O tN (0 u C N M C 0-U C r C) E C C O � r U r E p N X — _ M LU O to C � N H V U o p x � O � m U � � � Q E C p U cUo o a� cn o v c � C C p CV))- p N i ca N C U — a (h N O U C U N O7 � 6� 3_ C p Q N a p U ( x E U cn +- N O cn N G� o � m ° o m > O +' � Q) a .T ° p o� Q O U) V U o E F �' > C . -' E Q •� N pU a� V) ° C O N 0_ L 0_ UO LL 0_ W Lo z 0 . 0 0 m / U .E / u e E / / u g � D u @ 0 / ƒ 0 .\ .E E 0 / 2 I-MOR, \ E @ 0 / / � c w 0 x \ % / /R a 3 0 N a \ � \ / 2 E * ] / U £ E ƒ f ® LO 2 3 E 0 § ƒ 0 co J 7 ƒ ƒ\ 0 3 2 // 2 -0 ./ / u 6 ° 9/§ § k 0 / 0) E e± m 2 2 c o> a ° / \ / 0- / \ = Lu e m — 0 / U / 2 \ . o 2 0 0 u o = E E OR o / \ a u -0 / e E£ / 0 t _ Eo § o � m ® k @ / ƒ E / .g / / / 2•� 0 \ \ = / n 2 ® c y / 5 (n 0 0 @ E a { f/ g 3 5 u�/ u o u g= U o o e / 0 ƒ % .§ (D e g m 2 m m@ c % R / ) ± 0) ƒ ƒ » 6 Cl 2 U 4= V) U 2 ƒ.gf //\ u �/ / § / / / / 0 E F- e 0 R 7 2 w w 0 6 ¥ y - \§� k-------` !/¥ § f§m k °z� 2 § § @ -0 / Z3 2 E \ « E £ \\ \/� 2 / 3 § / § D e ®.E'== c 0 m / -@I / 2 /0/ 2 / # CO2 o 2 E \ O 2 g = § .E 2 = @ > § c �•z 2 2 £ > u \ > '> 2 2 / 2 \ / / 2 { 6 § 0k § / •� / / / / E ¢ E - •- •- m •- \ \ 6 = 2 2 2 = ©- o . @ § f \ 2 U ± U 0 3 4 0 3 3 0 e ._ 3 / ) $ § / / § .ƒ R£= E o R R E N m m o0 00 � LO m 6) r- I— LO cV O N Ef} O b4 n (D tR CD1�4 W CV I.Olf O 00 N b4 V) 0 U O N 0 U N E N w 0 H U d a� 4- 0 a� a- 0 N C co U O N U 7 00 U U O N N L N E U) co W U ui Q) c7 Q zi cc U U N O N O m U X N N U •L Q O C W O 'i O Ln L O O U O Z O N E N L C O C E C O U a� L Z$ ^07 W L O c V) a) O 0) c =o O O N N O cc O C W C N A Al i] a= N of 4 UC Cb I-� i w N_ H U O N Q E O U Q) U 0- CT w Z U 2 U Q w m ry O n w Z 00 r- `n � N o N 11 C) C/) � w J QU) Q U o w .. »w N s l cn 3 /•.� II Z w Q H ui o w w O g w ILO � Q w a p d U d a a w w LU z 7 ;- low"m to LO p w O z s CL na w 0 asc �w W O 2. 0 O LL = J { f Q w ? w o .t _ - •8L w i- WLU U w m a ? LLJ ~ i � Q / c O L.L.I U O L _ v E O zLL, C ' .' 1 a (D o zQ d F =O N Q U KI] J O t w Qp M w O w Z �i .. m TEL L �_- I. w co xi W O Z _0C N EV Sr z .,ygZ w cn �(D 0 > O = 610 ft � W C E U $z }p Q_ J ¢ O m W - w: w v w` 0 _ o LL a s O 'g C L( N z o c LLI m w w 2' Q a w r ? y 2 O z O w 3 EXHIBIT B INSURANCE REQUIREMENTS Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Contract, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI I (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance providing statutory benefits and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each employee for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with California law for all of the subcontractor's employees. The insurer issuing the Workers' Compensation insurance shall amend its policy by endorsement to waive all rights of subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its elected or appointed officers, agents, officials, employees and volunteers. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate and four million dollars ($4,000,000) completed operations aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 Clean Energy Page B-1 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Contract, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Contract shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. B. Additional Insured Status. All liability policies including general liability, products and completed operations, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City, its elected or appointed officers, agents, officials, employees and volunteers shall be included as additional insureds under such policies. C. Primary and Non Contributory. Contractor's insurance coverage shall be primary insurance and/or the primary source of recovery with respect to City, its elected or appointed officers, agents, officials, employees and volunteers. Any insurance or self-insurance maintained by City shall be excess of Contractor's insurance and shall not contribute with it. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation or nonrenewal of coverage (except for nonpayment for which ten (10) calendar days notice is required) for each required coverage except Builders Risk Insurance, which shall contain an endorsement with said required notices. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. All of the executed documents referenced in this Contract must be returned to City within ten (10) regular City business days after the date on the "Notification of Award". Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of Clean Energy Page B-2 insurance shall be kept on file with City at all times during the term of this Contract. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. The City reserves the right at any time during the term of the Contract to change the amounts and types of insurance required by giving Contractor ninety (90) calendar days advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor shall renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Contract Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Contract are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any available proceeds in excess of specified minimum limits of insurance and coverage shall be available to the City. Clean Energy Page B-3 F. Self -Insured Retentions. Contractor agrees not to self -insure or to use any self -insured retentions on any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self -insure its obligations to City. If Contractor's existing coverage includes a self -insured retention, the self -insured retention must be declared to City. City may review options with Contractor, which may include reduction or elimination of the self - insured retention, substitution of other coverage, or other solutions. Contractor agrees to be responsible for payment of any deductibles on their policies. G. City Remedies for Non Compliance. If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Contract, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Coverage not Limited. All insurance coverage and limits provided by Contractor and available or applicable to this Contract are intended to apply to the full extent of the policies. Nothing contained in this Contract or any other agreement relating to City or its operations limits the application of such insurance coverage. J. Coverage Renewal. Contractor will renew the coverage required here annually as long as Contractor continues to provide any Work under this or any other Contract or agreement with City. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Contract have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City with five (5) calendar days of the expiration of the coverages. Clean Energy Page B-4 EXHIBIT C CITY OF NEWPORT BEACH BOND NO. K09504709 LABOR AND MATERIALS PAYMENT BOND WHEREAS, the City of Newport Beach, State of California, and Clean Energy hereinafter designated as the "Principal," have entered into a contract for the Relocation of Compressed Natural Gas Fueling Facilities at the City Corporate Yard, in the City of Newport Beach, in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon, for, or about the performance of the Work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW THEREFORE We the undersigned Principal, and, Federal Insurance Company ' duly authorized to transact business under the laws of the State of California, as Surety, (referred to herein as "Surety") are held and firmly bound unto the City of Newport Beach, in the sum of Two Hundred Eighty Thousand Six Hundred Fifty Six dollars ($280,656.00) lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Contract; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THiS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the Work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attomeys' fee, to be fixed by the Court as required by the provisions of Section 9554 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 9100 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 9500 et seq. of the Civil Code of the State of California. Clean Energy Page C-1 And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the Work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Contract or to the Work or to the specifications. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from0,,,,," obligations under this Bond.-°°'i E����, IN WITNESS WHEREOF, this instrument has been duly executed by tide �.• �S named Principal and Surety, on the 9th day of July , 20:-25).` SE Ai 77 �.-10/28/1996: °° Clean Energy, a California Corporation 4Autorized �, *Name of Contractor (Principal) Signature/Title ow, fir - Federal Insurance Company Name of Surety 400 Inverness Parkway, Suite 300 Englewood, CO 80112 Address of Surety 312-502-6363 Telephone APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:_ By: q Aron C. Harp City Attorney AC 4eZ— utliorf�p,ent Signature James I. Moore, Attorney -in -Fact Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED Clean Energy Page C-2 CHUBB Power of Attorney Federal Insurance Company I Vigilant Insurance Company I Pacific Indemnity Company Westchester Fire Insurance Company I ACE American Insurance Company Know All by These Presents, that FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE COMPANY, a New York corporation, PACIFIC INDEMNITY COMPANY, a Delaware corporation, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY corporations ofthe Commonwealth of Pennsylvania, do each hereby constitute and appoint Sherry Bacskal, Kelly A. Gardner, Jennifer McComb, James I. Moore, Dawn L. Morgan, Martin Moss, Tariese Piscotto, Melissa Schmidt and Amy Wickett of Downers Grove, Illinois --------------- ------ ------- —--------- —--- —-------------- ----------------- —----- ------------ ------- each as their true and lawful Attorney -in -Fact to execute under such designation in their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise, bonds and undertakings and other writings obligatory in the nature thereof (other than bail bonds) given or executed in the course of business, and any instruments amending or altering the same, and consents to the modification or alteration of any instrument referred to in said bonds or obligations. In Witness Whereof, said FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY have each executed and attested these presents and affixed their corporate seals on this lOm day of July, 2025. Rupert HD S%rindelts,.%s:istaut Secm-tam, ®R!, Qwca STATE OF NEW JERSEY County of Hunterdon Ss. Stephen %I. I lanes. \ ice President On this lOm day of July, 2025 before me, a Notary Public of New jersey, personally came Rupert HD Swindells and Stephen M. Haney, tome known to be Assistant Secretary and Vice President, respectively, of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY, the companies which executed the foregoing Power of Attorney, and the said Rupert HD Swindells and Stephen M. Haney, being by me duly sworn, severally and each for himself did depose and say that they are Assistant Secretary and Vice President, respectively, of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY and know the corporate seals thereof, that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of said Companies; and that their signatures as such officers were duly affixed and subscribed by like authority. Notarial Seal { Q� �Y J Loftin i NOTARY NOF NEW JERSEY 50175208 1 PueLro CQM4y55f0N EXPIRE", OCT 15, 2026 Notary Public CERTIFICATION Resolutions adopted by the Boards of Directors of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY on August 30, 2016; WESTCHESTER FIRE INSURANCE COMPANY on December 11, 2006; and ACE AMERICAN INSURANCE COMPANY on March 20, 2009: "RESOLVED, that the following authorizations relate to the execution, for and on behalf of the Company, of bonds, undertakings, recognizances, contracts and other written commitments of the Company entered into in the ordinary course ofbusiness (each a "Written Commitment"): (1) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise. (2) Each duly appointed attorney -in -fact of the Company is hereby authorized to execute any Written Commitment for and on bebalf of the Company, under the seal of the Company or otherwise, to the extent that such action is authorized by the grant of powers provided for in such person's written appointment as such attorney -in -Fact (3) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to appoint in writing any person the attorney -in - fact of the Company with full power and authority to execute, for and on behalf of the Company, under the seal of the Company or otherwise, such Written Commitments of the Company as may be specified in such written appointment, which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (4) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to delegate in writing to any other officer ofthe Company the authority to execute, for and on behalf of the Company, under the Company's seal or otherwise, such Written Commitments ofthe Company as are specified in such written delegation, which specification may be by general type or class of Written Commitments or by specification ofone or more particular Written Commitments. (5) The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution, and the seal ofthe Company, may be affixed by facsimile on such Written Commitment or written appointment or delegation. FURTHER RESOLVED, that the foregoing Resolution shall not be deemed to be an exclusive statement ofthe powers and authority of officers, employees and other persons to act for and on behalf of the Company, and such Resolution shall not limitor otherwise affect the exercise of any such power or authority otherwise validly granted or vested." 1, Rupert HD Swindells, Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY (the "Companies') do hereby certify that (I) the foregoing Resolutions adopted by the Board of Directors of the Companies are true, correct and in full force and effect, (h) the foregoing Power of Attorney is true, correct and In full force and effect Given under my hand and seals of said Companies at Whitehouse Station, NJ, this July 9, 2025 *W; ir-,- ZL-) 4c[ Rupee H D S�,r•intsE1ls..,:. istisnt "aecretarJ' IN THE EVENT YOU WISH TO VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER, PLEASE CONTACT US AT: Telephone 908 903-3493 Fax 906 903-3656 e-mail: surety@chubb.com Combined: FED-VIG-PI-WFIC-AAIC (rev. 11-19) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of (UN&WX Illinois County of DuPage } SS. On July 9 , 20 25 before me, Melissa Ann Schmidt Notary Public, personally appeared JamTMoore who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature OFFICIAL SEAL MELISSA ANN SCHMIDT Notary Public, State of Illinois Commission No. 989277 My Commission Expires April 9, 2028 (seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ORA 4 G C } ss. ��11„„ On bq - llo .12045 before me, Dov-lr► A.64. r-lv l c� Notary Public, personally appeared m.(¢ C'1n�21I l�J . -Ct 1' , proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. DONNA G. HOLCK Notary Public • Callfernla Orenffe County Commission N 2366150 Signature LO.-Y ""• xw,es Jul Ia. 2025 (seal) Clean Energy Page C-3 EXHIBIT D CITY OF NEWPORT BEACH BOND NO. K09504709 FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ at the rate of $ 10.00 2,807.00 being thousand of the Contract price. WHEREAS, the City of Newport Beach, State of California, and Clean Energy hereinafter designated as the "Principal," have entered into a contract for the Relocation of Compressed Natural Gas Fueling Facilities at the City Corporate Yard, in the City of Newport Beach, in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a Bond for the faithful performance of the Contract. NOW, THEREFORE, we, the Principal, and Federal Insurance Company duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety`), are held and firmly bound unto the City of Newport Beach, in the sum of Two Hundred Eighty Thousand Six Hundred Fifty Six dollars ($280,656.00) lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Contract, to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the Work, covenants, conditions, and agreements in the Contract Documents and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by the City, only in the event the City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the Work to be performed Clean Energy Page D-1 thereunder shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions of the Contract or to the Work or to the specifications. This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by the City. In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations u;qa ff Bond. �G''FLPO���' IN WITNESS WHEREOF, this instrument has been duly executed by ttjN�'nn ' 10 �= and Surety above named, on the day of h, 20 25,= /28j19 c� 96: ' •'9�FORN�• Clean Energy, a California Corporation ,, Name of Contractor (Principal) Aut orized"Signature itle C Federal Insurance Company Name of Surety 400 Inverness Parkway, Suite 300 Englewood, CO 80112 Address of Surety 312-502-6363 Telephone APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 9 / 1 '5� %<-- By: �on C. Harp City Attorney ;f -' Q-c 9 Authorized Agent Signature James I. Moore, Attorney -in -Fact Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED Clean Energy Page D-2 CHUBB Power of Attorney Federal Insurance Company I Vigilant Insurance Company I Pacific Indemnity Company Westchester Fire Insurance Company I ACE American Insurance Company Know AU by These Presents, that FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE COMPANY, a New York corporation, PACIFIC INDEMNITY COMPANY, a Delaware corporation, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY corporations ofthe Commonwealth of Pennsylvania, do each hereby constitute and appoint Sherry Bacskal, Kelly A. Gardner, Jennifer McComb, James I. Moore, Dawn L. Morgan, Martin Moss, Tariese Piscotto, Melissa Schmidt and Amy Wickett of Downers Grove, Illinois ----------------------------------- ---- ------------ ------------- —------- --- -------- ----------- -- --- each as their true and lawful Attorney -in -Fact to execute under such designation in their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise, bonds and undertakings and other writings obligatory in the nature thereof (other than ball bonds) given or executed in the course of business, and any instruments amending or altering the same, and consents to the modification or alteration of any instrument referred to in said bonds or obligations. In Witness Whereof, said FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY have each executed and attested these presents and affixed their corporate seals on this 10o day of July, 2025. 1 11 Ruperc H D Su•inde]ls. assistant Secretary s* 1F 8 sEfu. dil" STATE OF NEW JERSEY County of Hunterdon ss. Stephen \I.Ifancy.Vice President •'"� a,: b ;,,'"'.w,��� ire $g�,ww,y..a On this lOm day of July, 2025 before me, a Notary Public of New Jersey, personally came Rupert HD Swindells and Stephen M. Haney, tome known to be Assistant Secretary and Vice President respectively, of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY, the companies which executed the foregoing Power of Attorney, and the said Rupert HD Swindells and Stephen M. Haney, being by me duly sworn, severally and each for himself did depose and say that they are Assistant Secretary and Vice President, respectively, of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY and know the corporate seals thereof, that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of said Companies; and that their signatures as such officers were duly affixed and subscribed by like authority. Notarial Seal tom in NOTARYPURKOFtKEWJERSEY N �pTAHY $ No. 5079M ��/�� �?ueuo� CgAM12KIN E OCT 15, 202E Notary Public ��WW �p5 CERTIFICATION Resolutions adopted by the Boards of Directors of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY on August 30, 2016; WESTCHESTER FIRE INSURANCE COMPANY on December 11, 2006; and ACE AMERICAN INSURANCE COMPANY on March 20, 2009: "RESOLVED, that the following authorizations relate to the execution, for and on behalf of the Company, of bonds, undertakings, recognizances, contracts and other written commitments of the Company entered into in the ordinary course of business (each a "Written Commitment"): (1) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized to execute any W ritten Commitment for and on behalf of the Company, under the sea] ofthe Company or otherwise. (2) Each duly appointed attorney -in -fact ofthe Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal ofthe Company or otherwise, to the extent that such action is authorized by the grantof powers provided for in such persons written appointment as such attorney -in -fact (3) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to appoint in writing any person the attorney -in - fact ofthe Company with full power and authority to execute, for and on behalfofthe Company, under the seal ofthe Company or otherwise, such Written Commitments of the Company as may be specified in such written appointment, which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (4) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and on behalf ofthe Company, to delegate in writing to any other officer ofthe Company the authority to execute, for and on behalf of the Company, under the Company's seal or otherwise, such Written Commitments ofthe Company as are specified in such written delegation, which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (5) The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution, and the seal ofthe Company, may be affixed by facsimile on such Written Commitment or written appointment or delegation. FURTHER RESOLVED, that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authority of officers, employees and other persons to act for and on behalf of the Company, and such Resolution shall not limit or otherwise affect the exercise of any such power or authority otherwise validly granted or vested." I, Rupert HD Swindells, Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY (the "Companies") do hereby certify that (i) the foregoing Resolutions adopted by the Board of Directors of the Companies are true, correct and in full force and effect, (ii) the foregoing Power of Attorney is true, correct and in full force and effect Given under my hand and seals of said Companies at Whitehouse Station, NJ, this July 9, 2025 f `•5 Rupetc H D 3� - :r.c.ells, Assistant Secretary IN THE EVENT YOU WISH TO VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER, PLEASE CONTACT US AT: Telephone 908 903-3493 Fax 908 903-3656 e-mail: surety@chubb.com Combined: FED-VIG-PI-WFIC-AAIC (rev. 11-19) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of 6M&W Illinois DuPa e OnuntyJLolf E g 20s25 before me, Melissa Ann Schmidt Notary Public, personally appeared James 1. Moore who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. OFFICIAL SEAL MELISSA ANN SCHMIDT WITNESS my hand and official seal. Notary Public, state of Illinois Commission No. 989277 My Commission Expires April 9, 2028 Signature (seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Oft44l E 3 ss. On a -1 1 t 4 , at).-25 , 20 before me, boyin a C, . N o Ick Notary Public, personally appeared (Y\l 4 cln DIt W , Prat' , proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. o0N14A0. HOCK Notary Publk • Callhrnla Orono* County b �o COMMISMOn x 23661,50 *.f .oT r, Uves Jul 11, 2025 (seal) Signature Clean Energy O . ' • '•. Mtn CITY OF NEWPORT BEACH z Exception to Bidding Request Form c-11 vow This form serves as a formal request to the City Manager, with proper justification, for the request to bean exception from the City's bidding requirements as set forth in AP-001, Section 4.4. The criteria are detailed below. Requests for Exception to Bidding Requirements must be signed and authorized by the Department Director. All requests will be verified and approved by the City Manager. Lack of planning and customer preference are not sufficient reasons for an exception to bidding request. INFORMATION Requestor's Name: Tom Sandefur Requested Vendor: Clean Energy Inc Requesting Department: Public Works Purchase Amount: $280,656 Check all that apply: Date of Request: 6/17/2025 Request For: ORequisition OContract Existing Purchase: Oyes (�)No ❑ Having an alternative source duplicating these capabilities would resulting in excessive cost to the agency. ❑Having an alternative source would cause a delay to the continuity of the project. FV]Knowledge and qualitative familiarity with this project through preliminary work or previous work. ❑Purchasing policy was not followed and department requesting payment on invoice. ❑This constitutes as emergency use. OOther (Please Explain): The existing compressed natural gas (CNG) fueling system located at the City's Corporation Yard needs to be relocated to provide for the removal of the existing unleaded gasoline tank and dispenser. As established in contract C-4060, section 9.2 of the "Agreement with Clean Energy and Clean Energy Construction for Installation and Operations of a Compressed Natural Gas Fueling Station" (June 2008) Clean Energy owns, operates, and maintains the existing CNG dispenser and appurtenant equipment. CITY OF NEWPORT BEACH Exception to Bidding Request Form PROVIDE DESCRIPTION AND JUSTIFICATION Include how the vendor's technical capabilities are unique in responding / fulfilling the objectives of the department. Was an evaluation of alternative items/services considered? What market research was conducted to substantiate no competition? Provide a narrative if there was no market research or effort to identify alternative items/services. Clean Energy owns, operates, and maintains the existing CNG dispenser and appurtenant equipment. They will only authorize their contractors to work on their equipment. Per the Agreement, a request from the City to relocate the dispensers is not one of the items that Clean Energy is financially responsible. PRICE ANALYSIS How was the price determined to be reasonable or fair? Was this purchased in the past? Did the department compare historical pricing or to similar item/service? Please attach quote to this request form. The cost of the relocation of Clean Energy's equipment was evaluated based on general construction costs for work of a similar nature. PlanetBids was used to look for similar projects involving the installation or modification of CNG fueling. The bids of the awarded projects were analyzed based on the components most similar to what is proposed in this project. Based on previous publicly available bid information and the level of effort and time involved in relocating the equipment, the proposed cost is reasonable. Requestor Sig ,We and Date 4 001 VAS 411717-� FinancL4 Signature and Date Requesting Dept Director Signature and Date C$an�agerignature Date 0 0 the City Manager. In the event that the principal member from CE and the City Manager are unable to resolve the Payment Dispute within twenty (20) business days following their first meeting, the Payment Dispute will be submitted to non- binding mediation in Los Angeles, California before a mediator made available to the parties though JAMS. In the event that the mediation process fails to result in resolution of the dispute within forty-five (45) days following submission to the mediator, the parties may take any action they may deem necessary to protect their interests subject to the requirements of Section 34. 7. REIMBURSEMENT FOR EXPENSES Except as provided in this Agreement, CE shall not be reimbursed for any fees or other costs and expenses unless prior written authorization is obtained from the Project Administrator. 8. REPORTS CE shall submit a monthly report to City containing the following information: • Total number of transactions at Facility for previous month; • Total GGE of CNG dispensed through Facility; Total GGE of CNG dispensed to Fleet Customers; • Total GGE of CNG dispensed to City vehicles; ® Southern California Gas Company's Delivered Cost of Gas per GGE for previous month; • Scheduled maintenance activity for previous month; • Non-Scheduled/Emergency Repairs for Previous Month. Annually, CE shall submit the depreciated book value of the Facility at City's request. Report(s) shall be faxed, e-mailed, or mailed to: General Services Director City of Newport Beach P.O. Box 1768 Newport Beach, CA 92658-8915 Fax: (949) 650-0747 mharmon dcity.newport-beach.ca.us 9. LICENSE TO USE PREMISES 9.1 Permitted Use: To enable CE to fulfill its obligations set forth herein, the City hereby licenses and permits CE to use the portion of the City property located at 592 Superior Avenue for the Facility, as generally depicted on Exhibit B ("Premises") for the purposes contemplated herein and in accordance with the terms and conditions of this Agreement. CE agrees that the parking spaces shown on Exhibit B and the City petroleum gas dispenser's and other items located on the Premises which are not installed by CE shall not be considered 5 dab part of the Premises. CE agrees that its use of the Premises is non-exclusive and that City shall continue to have the right to use the Premises for any use that does not directly conflict with CE's use of the Premises. The City shall not, and shall not permit others to, levy any rent, charge, lien or encumbrance not expressly provided for in this Agreement against CE for the use of the Premises or Facility. 9.2 ObarTiffe: The City is, and shall remain during the term of this Agreement, the owner or lessee of the Premises, and shall not allow any lien or encumbrance affecting the Facility or CE's performance hereunder. CE shall be the owner of the Facility, and its parts and equipment. CE shall have the right to grant a lien or encumbrance against its right, title and interest in the Facility or its equipment to a third party for financing purposes; provided, however, that CE shall not permit any liens or encumbrances of any kind to be placed on the Premises, and shall promptly discharge, at its expense, any and all mechanic, labor or material liens, encumbrances or charges against the Premises or the Facility related to its performance under this Agreement. 9.3 Sale, Abandonment or Removal: Unless otherwise agreed to by parties in writing, upon termination or expiration of this Agreement, CE may elect one of the following options: (i) sell the Facility to the City on mutually agreeable terms; (ii) remove the Facility, at CE's sole expense (including any and all merchandise, equipment, furnishings, fixtures, machinery, and tools relating to the Facility), from the Premises, which will be restored in all material respects to their condition as of the Effective Date of this Agreement, excluding the removal of any underground piping which may be left in place by CE; or (iii) if the City agrees in writing, abandon the same in place by quitclaiming all of its right, title and interest therein to the City. Thereafter, CE shall have no further rights or obligations under this Agreement with respect to the Premises. Notwithstanding the above, in the event of termination by reason of a material breach by CE or termination without a cause by CE, the City may, in its sole and absolute discretion, elect to purchase the Facility for the depreciated book value of the Facility (calculated based on a ten-year useful life of the Facility) less any grant monies received by CE with respect to the Facility. 9.4 To ensure that the Premises shall be clear of any pre-existing underground hazards or soil contaminants, CE shall conduct soil tests of the construction site prior to the start of Facility installation, and prior to any financial commitment on the part of either party. The City and CE shall agree on a contractor and the costs involved with the process prior to testing. If it is determined that no underground hazards or soil contaminants that would deem the site unsuitable for the station's construction exist, CE shall be fully responsible for payment of the soil testing procedure. If it is determined that pre- existing underground hazards and/or soil contaminants exist that either (a) require removal, replacement, and disposal of soils or materials, (b) require remediation, or (c) deem the site unsuitable for the station's construction, the City shall be fully responsible for payment of the soils testing procedure, and shall be financially responsible for any mitigation costs which may include remediation, removal, replacement, and disposal. If City does not commence, within thirty (30) days after discovery of any such pre-existing underground hazard or soil contaminant, and therefore to diligently prosecute to completion the correction of such condition, CE may, without further obligation or penalty, terminate this Agreement for cause by written notice to City. 10. ADMINISTRATION This Agreement will be administered by the General Services Department. The General Services Director, or his designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his/her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 11. STANDARD OF CARE, WORKMANSHIP, SUPERVISION 11.1 CE shall provide a work force sufficient to perform the Contract Services and all members of the work force shall be hired in compliance with State and Federal law. 11.2 All Contract Services shall be performed by competent and trained employees. CE represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. CE hereby certifies that all work performed under this Agreement will conform to the requirements of this Agreement and all applicable Federal, State and local laws and the professional standard of care. 11.3 CE represents and warrants to City that it has, shall obtain, and shall keep in full force and in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of CE to practice its profession. CE shall maintain a City of Newport Beach business license during the term of this Agreement. 12. INDEPENDENT CONTRACTOR It is understood that City retains CE on an independent contractor basis and CE is not an agent or employee of City. The manner and means of conducting the work are under the control of CE, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for CE or any of CE's employees or agents, to be the agents or employees of City. CE shall have the responsibility for and control over the means of performing the work, provided that CE is in compliance with the terms of this Agreement. 13. COOPERATION CE agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with CE on the Project. 7 § \ o / \ C $ ) \ 2 ) / § ) \ � � ƒ k \ \ / \ § j \ � « © E P- k a) IT ± G G \ f ƒ LO \ - k 3 y c \ 3 ± 0 / k $ § J / } \ E § \ < _ § \ \ o CD L / ® ® : ( \ § \ ] \ \ 7 , z u j 2 \ \ \ o § \ k ] _ m \ z <# - k e m ( 2 ± / « . k 2 _ u�\\ <ƒ \ c< ) c . / ■ . w ] m k 7 & « k¥ J u k e R § u $ 2 u 6 E\ = \ o k g t 0 u � ) c ) 0/ u= ƒ a 2 \