OPAL FUELS STATION SERVICES, LLC (FROMERLY TRUSTAR ENERGY, LLC) (3)

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In the same way, the parties desire to amend the term, compensation and scope of work of the Original Maintenance Agreement, and amend and restate same as provided herein. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended under this Agreement shall not exceed $595,129 during the term of this Agreement, including any extension periods exercised under Section 3, This sum shall be comprised of $54,600 for the first twelve (12) months with an annual increase of 1.9% for the duration of the Term. b. Payment by City shall be made within forty-five days (45) days following receipt of proper invoice evidencing wort( performed, subject to City accounting procedures. Within fifteen (15) business days of receipt, City shall notify Contractor in writing if City has any objection to any invoice. City shall be deemed to have approved all invoices for which it has not made a timely written objection. 3. TERM This Agreement shall become effective upon the City's acceptance of the CNG station Project via a "Notice of Completion" ("Effective Date") for a five (5) year term with the option for the City to grant up to a. one (1) five (5) year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Page 2 of 10