IAH ATTACHMENT 9 – SAMPLE CNG FUELING CONTRACT

CNG FACILITY MAINTENANCE AND CNG SALES AGREEMENT

This CNG Facility Maintenance and CNG Sales Agreement (this “Agreement”) is dated as of the ___ day of

_________, 201_ (the “Effective Date”) by and between __________________ (“[XXXXX]”), and Clean

Energy, a California corporation (“Clean Energy”). [XXXXX] and Clean Energy may be referred to herein as a

“Party” individually and the “Parties” collectively.

RECITALS

WHEREAS, the City of Houston (“City”) owns a compressed natural gas (“CNG”) station located at 4001

Greens Road Houston, TX 77032 (the “Facility”) on property owned by City (the “Property”);

WHEREAS, the Facility includes the equipment listed on Appendix 1 attached hereto (the “Equipment’);

WHEREAS, each of the Parties desire for Clean Energy to provide Services (hereinafter defined) at the

Facility on [XXXXX]’s behalf, upon the terms set forth herein.

NOW THEREFORE, in consideration of the respective covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Term of Agreement. The initial term of this Agreement shall commence on the Effective Date and end on the [_______] ([___][th) anniversary of the Effective Date. This Agreement shall automatically renew under the same terms and conditions for consecutive [_____] [(__)] year terms, unless Clean Energy or [XXXXX] gives notice of cancellation to the other party at least six (6) months prior to such renewal date. The initial term and any renewal terms are referred to herein as the "Term." 2. License for Access to Facility. [XXXXX] hereby grants to Clean Energy during the Term, a license for ingress, egress, and general access to the Facility and the Property to the extent necessary for Clean Energy to provide the Services (as defined below). 3. Maintenance of Facility

(a) Clean Energy’s Responsibilities. [XXXXX] hereby engages Clean Energy as the exclusive service provider to procure natural gas and provide the Facility with CNG to fuel [XXXXX]’s CNG vehicles, repair and maintain the Facility, and to perform certain other duties described herein relating to the Facility, including providing all routine maintenance, repair, and rebuild services necessary for the Facility to operate to the manufacturer’s original specifications and performance standards including all services described on Exhibit A attached hereto (collectively, the “Services”), all on the terms and conditions and as more fully described in this Agreement. Clean Energy hereby accepts such engagement and agrees to perform the Services in accordance with the terms and conditions of this Agreement. (b) Maintenance Fees. As consideration for providing the Services under this Agreement,

[XXXXX] shall pay Clean Energy the Maintenance Fees set forth in Exhibit B attached hereto. (c) Service Guidelines. Clean Energy shall provide the Services in a professional and workmanlike manner in accordance with applicable practices and standards in the industry and in material compliance in all respects with any and all Applicable Laws. For purposes of this Agreement, “Applicable Law” shall mean (a) all applicable federal, state, and local statutes, laws, requirements, decrees, ordinances, and codes, of all governmental authorities, including any federal, state, and local governments or any departments, bureaus, or agencies thereof having jurisdiction over the Property or the Facility; and (b) all other applicable rules, regulations, interpretations, and orders of any commissions, boards, agencies, or other legislative, executive, judicial, or other governmental or quasi-governmental bodies or officers having jurisdiction to regulate or supervise the Property or the Facility.

(d) Training of Personnel. Clean Energy shall be responsible for the selection and training of all Clean Energy employees or contractors that perform Services pursuant to this Agreement. All personnel employed or controlled by Clean Energy shall be appropriately trained and shall comply with all applicable safety processes and procedures standard for the maintenance of a CNG facility. (e) Permits and Approvals. [XXXXX] shall, at [XXXXX]’s cost, be responsible for obtaining and maintaining any licenses, permits, or Approvals required to be obtained by Clean Energy for the provision of the Services. All licenses, permits, or Approvals shall reflect the City as the owner of the Facility. (f) Property Conditions. If, at any time during the Term, it is determined that underground hazards, soil contaminants and/or soil conditions exist (including, without limitation, migratory pollution or other migratory conditions) that were not brought to the Property by Clean Energy and that either (a) require removal, replacement, and disposal of soils or materials, (b) require remediation, or (c) require unanticipated soil or foundation preparation work, Clean Energy shall not be financially and/or legally responsible for such underground hazards, soil contaminants and/or soil conditions and any required remediation, removal, replacement preparation work, and/or disposal. If [XXXX] does not commence, within ten (10) days after discovery of any such underground hazard or soil contaminant or soil condition, and thereafter diligently prosecute to completion the correction of such condition, Clean Energy may, without further obligation or penalty, terminate this Agreement by written notice to [XXXXX] and [XXXXX] shall pay Clean Energy any outstanding Maintenance Fees incurred up to the date of the termination. This Section shall survive the termination of this Agreement.

4. [XXXXX]’s Obligations and Responsibilities.

(a) Facility Expansion. [XXXXX] will be responsible for any capital expenses or costs that may be required to expand the capacity or functionality of the Facility and [XXXXX] will be responsible for any capitalized expenses resulting from a Force Majeure event (as defined below), provided such repairs are not required as a result of Clean Energy’s negligence. (b) Utilities and Fuel. [XXXXX] will be responsible for the provision and payment of any and all utility service charges for utility service consumed at the Facility during the term (including, without limitation, gas, electricity, water, waste disposal, refuse collection and other utility-type services furnished to Clean Energy or the Facility), except the natural gas which is purchased by Clean Energy and sold to [XXXXX] as CNG vehicle fuel, which shall be procured by Clean Energy pursuant to Section 3(a) above. Notwithstanding anything to the contrary and for the avoidance of doubt, Clean Energy makes no representation or warranty regarding the quality, specification or content of

natural gas dispensed from the Facility. (c) Maintenance of Property. [XXXXX] shall be responsible for and shall at its own expense

maintain the surrounding Property in the vicinity of the Facility.

(d) Payment of Clean Energy Billings. [XXXXX] shall pay each invoice submitted by Clean Energy within thirty (30) days following receipt of the invoice by [XXXXX]. For purposes of this Section, receipt shall be defined as three (3) days after the invoice is mailed by Clean Energy. Any payments not made when due shall accrue interest on the unpaid amount at a rate of 18% per annum, calculated from the date payment is due to and including the date payment is received by Clean Energy. (e) Taxes. [XXXXX] shall be responsible for any taxes (including, without limitation, any real property taxes and assessments) relating to the Property. (f) Compliance with Law. In performing its obligations under this Agreement, [XXXX] shall comply in all material respects with all Applicable Laws. (g) Materials. In the event that [XXXXX] has required Clean Energy to store materials on the Property for the Facility, upon the expiration or termination of this Agreement, [XXXXX] shall purchase all materials stored on the Property by Clean Energy at such time at a mutually agreeable price no less than documented Clean Energy purchase price.

(h) Refueling Vehicles. [XXXXX] employees shall refuel its CNG vehicles. [XXXXX] will provide appropriate training and supervision for employees, including, but not limited to, scheduling attendance at all appropriate training sessions provided by Clean Energy. (i) Landlord Consent. [XXXXX] represents and warrants that it has consent from the Premises owner and the City acknowledging this Agreement and consenting to the Services to be provided by Clean Energy and the use of the Premises by Clean Energy as described herein. In the event that the owner of the Premises fails to consent, or attempts for any reason to withdraw consent, to the use of the Premises by Clean Energy as described herein, Clean Energy may, without further obligation or penalty, terminate this Agreement for cause by written notice to [XXXXX] and [XXXXX] shall pay Clean Energy for any and all Service provided prior to the effective date of termination and any costs incurred by Clean Energy related to the termination.

5. Termination.

(a) For Default or Breach. Either Party may terminate this Agreement for default if the other Party: (a) becomes insolvent; (b) files any proceeding in bankruptcy, or acquires bankruptcy status; (c) has a receiver or receiver manager appointed with respect to it or any of its assets; or (d) seeks the benefit of any statute providing protection from creditors. Either Party may also terminate this Agreement for breach if the other Party materially breaches any provision of this Agreement provided: (i) the non-breaching Party provides the breaching Party with written notice of breach and a thirty (30) day period within which to cure such breach ("Cure Period"); and (ii) the breaching Party fails to cure each such breach within the Cure Period provided, however, that where it is not commercially reasonable to fully effect a cure to the other Party within the thirty (30) day period set forth above, the Party in breach shall not be deemed to be in default of the Agreement and subject to termination for cause where it commences implementation of the cure within such thirty (30) day period and thereafter proceeds diligently to cure the breach to the reasonable satisfaction of

the non-breaching Party. Any termination of this Agreement shall be without prejudice to each right and/or remedy which the non-breaching Party may possess against the breaching Party under this Agreement, at law, in equity, and/or otherwise.

6. Ownership of Facility and Improvements. All right, title, and interest in and to the Facility and any improvements made to the Facility shall at all relevant times remain with the City. The City retains all rights in and to the Facility and any improvements thereon. 7. Representations and Warranties of Clean Energy. Clean Energy represents, warrants, and covenants as follows:

(a) Performance. Clean Energy has expertise in CNG station maintenance and shall perform the Services in accordance with all Applicable Laws and shall at all times during the performance of the Services remain in material compliance with all rules and regulations, if any, applicable to the Facility.

(b) Supervision. Clean Energy shall at all times provide adequate supervision to and maintain good order among its employees, agents, and subcontractors who perform the Services.

8. Indemnification.

(a) Clean Energy hereby agrees to indemnify, hold harmless and defend [XXXXX], and its officers, directors, employees and agents (collectively, the “[XXXXX] Indemnitees”), from and against any and all liabilities, penalties, fines, forfeitures, fees, demands, claims, causes of action, suits, judgments and costs and expenses incidental thereto, including attorneys’ fees (collectively, “Damages”), which any or all of the [XXXXX] Indemnitees may hereafter suffer, incur, be responsible for or pay out, including for personal injuries, property damage, or contamination of or adverse effects on the environment to the extent caused by or arising from or in connection with the material breach of any representations, covenants or warranties of Clean Energy set forth in this Agreement by Clean Energy, any negligent actions or omissions or willful or reckless misconduct of Clean Energy, its employees, officers, directors or agents in the performance of this Agreement, or the violation of any applicable law, ordinance or regulation by Clean Energy, its employees, agents or contractors. Such indemnity shall exclude Damages to the extent they arise as a result of any negligent actions or omissions or willful or reckless misconduct of the [XXXXX] Indemnitees.

(b) [XXXXX] hereby agrees to indemnify, hold harmless and defend Clean Energy, and its officers, directors, employees and agents (collectively, the “Clean Energy Indemnitees”), from and against any and all Damages, which any or all of the Clean Energy Indemnitees may hereafter suffer, incur, be responsible for or pay out, including for personal injuries, property damage, or contamina-tion of or adverse effects on the environment to the extent caused by or arising from or in connection with the material breach of any representations, covenants or warranties of [XXXXX] set forth in this Agreement by [XXXXX], any negligent actions or omissions or willful or reckless misconduct of [XXXXX], its employees, officers, owners, directors or agents in the performance of this Agreement, the violation of any applicable law, ordinance or regulation by [XXXXX], its employees, agents or contractors, or any pre-existing or migratory environmental condition or hazard. Such indemnity shall exclude Damages to the extent they arise as a result of any negligent actions or omissions or willful or reckless misconduct of the Clean Energy Indemnitees.

9. Insurance Requirements. [XXXX] and Clean Energy shall each procure at their respective expense, and maintain in full force and effect during the term of this Agreement, including any renewals, with

insurance carriers rated at least A- VII or Better in A.M. Best's Insurance Report and admitted to do business in the state where the Facility is located, the following primary insurance in at least the minimum amounts specified, with the other respective Party named in the commercial general liability policy (or excess liability or umbrella liability policy, if applicable) and the automotive liability policy as an additional insured and including a transfer of rights or waiver of subrogation endorsement. Such insurance, excluding workers compensation, shall be endorsed to require at least thirty (30) days' written notice to the other respective Party of cancellation. [XXXX] and Clean Energy shall each provide the other with evidence of contractual liability.

(a) Comprehensive Commercial General Liability Insurance, including coverage

at least as broad as the latest version of the Insurance Service Office Commercial General Liability

coverage (occurrence form CG001) to a combined single limit of not less than $15,000,000. Excess

liability or umbrella liability coverage may be used to evidence or provide limits in addition to

primary limits of no less than $1,000,000 on the commercial general liability policy.

(b) Comprehensive Commercial Automobile Liability Insurance, including

owned, non-owned and hired automobiles covering bodily injury and property damage, to a

combined single limit of $1,000,000.

(c) Workers Compensation and Employers Liability

(i) Workers compensation in compliance with applicable state and federal

laws.

(ii) Employers liability with a limit of not less than $1,000,000.

The requirements for carrying the foregoing insurance shall not derogate from the

provisions of indemnification as set forth in this Agreement.

[XXXX] shall send certificates of insurance evidencing such coverage within thirty (30) days

after the date of this Agreement to:

Clean Energy

4675 MacArthur Court, Suite 800

Newport Beach, CA 92660

Attn: Ms. Barbara Johnson

Fax: (949) 724-1568

Email: bjohnson@cleanenergyfuels.com

Clean Energy shall send certificates of insurance evidencing such coverage within thirty (30) days after

the date of this Agreement to:

[XXXX]

___________________________

___________________________

___________________________

Attn: _______________________

Fax: _______________________

10. Assignment. Neither Clean Energy, nor [XXXXX] shall assign its interest in this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, provided, however that such consent shall not be necessary in the context of (i) an acquisition of Clean Energy or [XXXXX] by asset sale, merger, change in control or operation of law (except to a competitor of Clean Energy or [XXXXX], as applicable) or (ii) an assignment to Clean Energy’s or [XXXXX]’s parent corporation, an entity under common control of Clean Energy or [XXXXX], or a wholly-owned subsidiary of Clean Energy or [XXXXX]. The terms and conditions of this Agreement shall be binding upon both Parties, their partners, successors, assigns, and legal representatives.

11. Liens. Clean Energy shall pay all contractors or subcontractors performing work on behalf of Clean

Energy timely in order to prevent the filing of any liens. However, if, because of any act or omission of

Clean Energy any mechanic’s or other lien, charge or order for the payment of money shall be filed against

the Property or [XXXXX]’s interest in the Property, for work for, or materials furnished to Clean Energy,

then Clean Energy, at Clean Energy’s expense, shall cause it to be canceled or discharged of record by

payment, deposit, bond or order of a court of competent jurisdiction or otherwise within thirty (30) days after

Clean Energy receives actual notice of the filing of such lien.

12. Relationship of Parties. Clean Energy and the agents and employees of Clean Energy in the performance of this Agreement shall act in an independent capacity as independent contractors and not as officers or partners or employees or agents of [XXXXX]. 13. Governing Law, Forum and Venue. This Agreement shall be subject to and construed in accordance with the laws of the State of California with the courts of that State having jurisdiction to resolve all disputes which may arise under or which relate to this Agreement. Any and all claims or actions arising out of or relating to this Agreement shall be filed in and heard by the state or federal courts with jurisdiction to hear such suits located in Orange County, California, and each Party hereby consents to the jurisdiction of such courts and irrevocably waives any objections thereto, including, without limitation, objections on the basis of improper venue or forum non conveniens. 14. Attorneys’ Fees. In the event of any litigation between the Parties concerning any provision of this Agreement or the rights and obligations of any party in relation thereto, the prevailing Party shall be entitled to an award for all costs incurred by reason of such litigation, including but not limited to reasonable

attorneys’ fees and fees and expenses of witnesses. The trier of fact shall designate the prevailing Party.

15. Notices. Any notice, demand, offer, or other written instrument required or permitted to be given pursuant to this Agreement shall be in writing signed by the Party giving such notice and shall be hand delivered or sent by certified mail, return receipt requested, or overnight courier or facsimile to the other Party at such address as set forth below:

If delivered to [XXXXX]: [XXXXX] With a copy to [XXXXX] If delivered to Clean Energy: Clean Energy Attn: Mr. Peter Grace

4675 MacArthur Court, Suite 800

Newport Beach, CA 92660 Fax: (949) 724-1397 With a copy to: Clean Energy Attn: General Counsel 4675 MacArthur Court, Suite 800 Newport Beach, CA 92660 Fax: (949) 424-8285

Each Party shall have the right to change the place to which notice shall be sent or delivered by similar notice sent in like manner to the other Party. Without limiting any other means by which a Party may be able to prove that a notice has been received by the other Party, a notice shall be deemed to be duly received:

(a) if sent by hand, the date when left at the address of the recipient;

(b) if sent by certified mail, the date of the return receipt;

(c) if sent by overnight courier, the date when receipt is acknowledged at the address of the

recipient; or

(d) if sent by facsimile, the date of the confirmation.

16. Force Majeure. If either Party is prevented from or delayed in performing its duties under this Agreement by circumstances beyond its control, whether or not foreseeable, including, without limitation, fires, typhoons, hurricanes, severe weather, floods, volcanic eruptions, pandemics, quarantines, war, civil disturbances, acts of terrorism, interruptions in utility services, the cessation of providing necessary products or services to Clean Energy by any supplier to Clean Energy, labor disputes, catastrophic equipment failures due to extraordinary events beyond the control of Clean Energy, acts of God, or threats of such circumstances, or any future laws, rules, regulations, orders, or acts of any local, state, federal, or provincial government (“Force Majeure”), then the affected Party shall be excused from performance hereunder during the period of such disability. The Party claiming Force Majeure shall

promptly notify the other Party when it learns of the existence of a Force Majeure condition and when the Force Majeure condition has terminated. Notwithstanding anything in this Agreement to the contrary, the term “Force Majeure” does not include and a Party shall not be excused from any payment obligations hereunder.

17. Limitation of Liability. Neither Party shall have any liability to the other Party for special, consequential, or incidental damages, except however in connection with a claim made against either Party by a third party, provided that such claim arises out of or results from the negligence or willful misconduct or any other claim within the scope of the indemnity obligations of Clean Energy or the [XXXXX], as applicable, under this Agreement. 18. No Third Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties, and is not intended to create any benefits to any third parties. 19. Headings. The headings in this Agreement are for convenience and reference only, and shall not affect the interpretation of this Agreement. 20. Waiver. No waiver by either Party of any one or more defaults by the other Party in the performance of any provisions of this Agreement shall operate or be construed as a waiver of any other default or defaults, whether of a like or different character. No waiver or modification of this Agreement shall occur as the result of any course of performance or usage of trade. 21. Severability. If any provision of this Agreement or the application thereof to any person or circumstances shall to any extent be held in any proceeding to be invalid or unenforceable, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law, but only if, and to the extent, such enforcement would not materially and adversely alter the Parties’ essential objectives as expressed herein. 22. Negotiated Transaction. The drafting and negotiation of this Agreement has been participated in by all of the Parties. For all purposes, this Agreement shall be deemed to have been drafted jointly by each of the Parties. 23. Representation regarding Authority to Sign Agreement. Each of the representatives of the Parties signing this Agreement warrants and represents to the other that he, she or it has the actual authority to sign this Agreement on behalf of the Party for whom he, she or it is purporting to represent.

24. Incentive and Carbon Credits. Clean Energy shall retain the rights to: (a) any federal or state tax

credits associated with the collection, production, transfer, sale or use of CNG fuel; (b) any emission

reduction credits required or available with respect to the sale or use of CNG; and (c) any credits or payments

associated with the reduction in or avoidance of Greenhouse Gas emissions with respect to the sale or use of

the CNG fuel, including emission reduction credits, low-carbon fuel standard credits, any renewable fuel

incentives, including but not limited to Renewable Identification Numbers (as defined in 40 CFR §80.1401

and also referred to as “RINs”) generated under the Renewable Fuel Standard, verified emission reductions,

voluntary emission reductions, offsets, allowances, voluntary carbon units, avoided compliance costs,

emission rights and authorizations and CO2 reduction and sequestration. For purposes hereof “Greenhouse

Gas” means carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydroflourocarbons,

perflourocarbons, sulpher hexafluoride, or any other substance or combination of substances that may

become regulated or designated as Greenhouse Gases under any federal, state or local law or regulation, or

any emission reduction registry, trading system, or reporting or reduction program for Greenhouse Gas

emission reductions that is established, certified, maintained or recognized by any international,

governmental (including U.N., federal, state or local agencies) or non-governmental agency from time to

time.

25. Miscellaneous. This Agreement, along with the exhibits and appendix attached hereto, constitutes

the complete and exclusive agreement and understanding between the Parties and supersedes all prior

communications and agreements, whether oral or written. The Parties expressly agree that there are no other

agreements, understandings, restrictions, warranties, and/or representations by, between and among the

Parties relating to the subject matter of this Agreement other than those expressly set forth herein or herein

provided for. This Agreement may only be modified by an instrument that is executed by each Party’s duly

authorized representative. This Agreement may be executed in multiple counterparts, each of which shall be

deemed to be an original, but all of which collectively constitute one (1) and the same instrument. Signatures

to this Agreement transmitted by facsimile, email, portable document format (or .pdf) or by any other

electronic means intended to preserve the original graphic and pictorial appearance of this Agreement shall

have the same effect as the physical delivery of the paper document bearing original signature.

(Signature Page Follows)

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed by their duly authorized representatives, effective as of the date first set forth above.

[XXXXX]

CLEAN ENERGY

By: ____________________________ By: ____________________________

Name: _________________________ Name: _________________________

Title: __________________________ Title: __________________________

EXHIBIT A - SERVICES

1. Commencing on the Effective Date, Clean Energy shall provide the Services, as described below, in

exchange for the Maintenance Fees set forth in Exhibit B:

Clean Energy shall be responsible for providing all labor, parts and consumables to perform all compressor, dispenser/fill post and gas dryer/storage maintenance schedules and any other manufacturer-recommended maintenance and service procedures set forth on Exhibit C (the “Maintenance and Service Procedures”) with the frequency set forth on Exhibit C, including any required calibrations and related process control equipment.

Clean Energy shall bear all maintenance and repair costs associated with normal wear and tear of the Facility, including CNG time-fill hose and nozzle replacements, as well any repairs which result from the negligent acts of Clean Energy. Notwithstanding the foregoing or anything to the contrary in this Agreement, time-fill hoses will only be replaced as-needed.

Clean Energy shall invoice [XXXXX] for the Services based on the pricing schedules contained in Exhibit B.

2. In the performance of all Services, Clean Energy will:

Follow the Manufacturer’s recommended maintenance schedules as identified in Exhibit C, as may be amended from time to time

Utilize only fully qualified and trained technicians

Provide all required standard and specialty tools

Utilize only original OEM parts

Inspect and record and provide to [XXXXX] a report of the overall condition of the equipment and operations as well as record all maintenance, service and repair work

Pass through to [XXXXX] all manufacturers’ warranties related to third party equipment.

Maintain records confirming that Clean Energy has completed all of the required tasks specified in the recommended Maintenance and Service Procedures, and such records shall be provided upon request by [XXXXX].

EXHIBIT B - MAINTENANCE FEES & VETC

Maintenance Fees The Monthly CNG price per GGE (defined below) sold to [XXXXX] from the Facility shall be determined by the following formula: The Index Price (defined below) per GGE + the Margin Price (defined below) per GGE + applicable utility charges incurred by Clean Energy + any applicable taxes, fees and assessments per GGE (this includes, without limitation, taxes which are measured based on number of gallons of fuel sold)*. “Gasoline Gallon Equivalent” or “GGE” means (a) 5.66 pounds of CNG or such other number or units of

measure as may now or in the future be prescribed by the federal government of the United States when

CNG is being dispensed from a fast fill dispenser, and (b) 124,340 BTUs/gallon or such other number or units

of measure as may now or in the future be prescribed by the federal government of the United States when

CNG is being dispensed from a time fill dispenser.

The “Index Price” per GGE shall equal the delivered cost of gas (including all commodity charges, transportation charges, fees, taxes, etc.) by the applicable utility to the Facility per MMbtu / 8.065. The “Margin Price” per GGE shall be equal to $0.70 per GGE, as adjusted per below. Beginning ________ , 2016, and on each ________ thereafter during the Term of this Agreement, including any renewals, the Margin Price per GGE of CNG charged by Clean Energy shall be increased by the change in the United States Bureau of Labor Statistics Consumer Price Index All Items, for All Urban Consumers, South Urban Index, from the Effective Date of this Agreement for the first such adjustment, or the date of the last adjustment for each subsequent adjustment, through the date of the current adjustment. * Clean Energy is currently required to, or may be required in the future to, collect and remit certain

federal, state, and local taxes, including fuel use taxes, fees and assessments on CNG sold at the Facility,

subject to certain exemptions. [XXXXX] shall be responsible for all such applicable excise, sales, and use

taxes, and all applicable fees and assessments related to its purchases of CNG under this Agreement. If

[XXXXX] qualifies for an exemption from one or all of these taxes, [XXXX] shall furnish to Clean Energy

appropriate certification authorizing non-payment of the applicable tax or taxes. If [XXXXX] fails to maintain

its exemption status, or for any other reason [XXXXX]’s exemption becomes invalid without notifying Clean

Energy thereof, [XXXXX] shall indemnify Clean Energy for all taxes, penalties, and interest on any

nonpayments and underpayments of taxes.

EXHIBIT C -MAINTENANCE AND SERVICE PROCEDURES

APPENDIX 1

EQUIPMENT

Compressor Skid, ANGI, 4 stage, electric driven, 200 hp, 250 scfm

Natural Gas Dryer, Xebec STR14

Kraus or Sulzer Dispener, 2 Hose

Card Reader, MultiForce

ANGI Electrionic Priority Panel

Switch Gear, MCC

Island Canopy

Site light(s) with pole and base (non-classified area)

Fire Extinguishers