Bell Gardens City Council
December 8, 2025

Customer Technical
Team
Customer Change
Management and
Training Lead
Customer Security
Administrator
Customer Data
Conversion Lead
R ESP OWN k Tit
Plans, manages, and performs testing/reviewing all testing types, including unit testing of Customer -developed integrations, as applicable, configuration testing, End -to -End testing, user acceptance testing, and payroll parallel testing as well as approving all related issue resolutions Technical contact for ERPA technical interaction/coordination Oversight of interface/integration development and testing for internal Customer systems
Performs unit testing, integration testing and issue resolution for Customer - developed integrations
Technical issue investigation and resolution that are within Customer's responsibility and within Customer's control
Participate in Workday cutover activities that are Customer's responsibility Coordinating all training activity for Customer personnel Understand and communicate Customer's business objectives and requirements
Develop internal training approach and additional training documentation not included in ERPA scope of deliverables
Lead review of training plan
Administer users, groups and approval rules with respect to Workday security
Submit and track technical issues with respect to the implementation as relates to third party interface issues with Customer vendors Main contact with ongoing production support after deployment Extracts data for conversion from legacy system(s) into Workday Transforms extracted data into ERPA provided workbooks
Supports issue resolution during workbook validation activities to ensure data thoroughness and cleanliness

4.02 ADDITIONAL CUSTOMER RESPONSIBILITIES
The Customer is responsible for testing of the system. The ERPA team will support the testing process by providing Workday standard test scenarios, as a starting point, to facilitate the testing process and performing defect resolution. ERPA highly encourages the customer to add additional test scenarios that are specific to the customer's operations. The ERPA engagement manager will serve as the primary point for escalating and ensuring the ultimate resolution for any issues that arise during testing.

In accordance with its internal policies, Customer will provide agreed upon workspace and network connections when services are performed onsite.

Customer is responsible for the timely coordination of internal resources reasonably necessary to conduct required workshops; if Customer receives sufficient notice of such workshops, in advance. 37

Customer will actively participate in design workshops reasonably required for ERPA to obtain any functional design decisions and technical integration specifications necessary to configure the Workday Service; if Customer receives sufficient notice of such workshops, in advance. "The Customer will provide assistance and support in the engagement of all third -party vendors, client IT staff, etc. to introduce ERPA as their Workday Services provider.

4.03 ERPA ROLES AND RESPONSIBILITIES
The ERPA project team roles and responsibilities are set forth below. The extent of each ERPA team member's involvement will vary by task as defined in the project plan which will be formulated by the Parties subject to this SOW.

ERPA will assume responsibility for the following roles and responsibilities:

ERPA Executive
Sponsor
Provide ultimate responsibility for ERPA resources, implementation services, and overall project delivery
Resolving issues related to ERPA responsibilities and within ERPA's control that are impeding the progress of the Project
Providing overall direction to the ERPA engagement manager Point of contact for overall deployment of Workday
Cause ERPA resources to be available and properly assigned Manage timeline of the provision of the Services to timely completion Cause ERPA resources to participate with respect to ERPA obligations and responsibilities
Identify and addresses resources needs
Provide roles, responsibilities, and issue escalation path with respect to ERPA Engagement implementation issues, subject to Customer review and approval Manager Identify and escalate, as appropriate, issues with respect to the Services Obtain Change Requests and Customer sign offs, as applicable Provide timely project communication and status updates as reasonably requested by Customer from time to time
Provide documentation to ERPA support services upon conclusion of the provision of the Services
Distribute project wrap-up document upon conclusion of the provision of the Services
Facilitate Foundation Alignment and Customer confirmation sessions Configure tenant
ERPA Functional Coordinate Workday system testing and manage issues resolution Consultants Support customer in all testing types including configuration testing, user End -to -End testing, user acceptance testing, and payroll parallel testing and supports customer in any related issue resolution
38

Provide an overview of ERPA specific Data and Configurations Workbooks with Customer as it relates to configuration, mapping, and data load into Workday
Assist with technical aspects of tenant configuration
ERPA Integration Design and develop ERPA-developed integrations Consultants Provide guidance for Customer -developed integrations Supports customer in performing testing and in any related issue resolution 39

r
The fees and timeline for this Project are based, in part, on the Assumptions stated below. If any of these assumptions are not met, ERPA shall (I) promptly advise the Customer in writing; (II) use reasonable efforts to mitigate delays and additional costs or fees; and (HI) be compensated for the additional necessary services rendered as a result of Customer's failure to meet the identified assumptions. Any additional services will be provided pursuant to a Change Order in accordance with the process detailed in Attachment 2.

5.01 GENERAL
ERPA will access only Client -specified environments.
2 The ERPA team will perform work primarily in Sandbox and Implementation tenants and will only perform work in a Production environment at the written direction of Customer. 3 If Customer delays either occur at the project start or any point during the project based on Customer or Customer third party circumstances, the Customer understands that ERPA's ability to staff the project and meet any agreed dates, including the target Move -To -Production date, could be at risk.

ERPA will work with the customer to identify the impact(s) of any delays and will discuss all options before coming to a mutual agreement on next steps. ERPA reserves the right to charge the Customer for any committed hours, redeployment costs including revisiting and revising the project's costs and timetable as set out in this SOW. All revisions are subject to a Change Order Process as outlined in Attachment 2.
4 j If Customer cannot meet set completion dates for deliverables and/or Project Milestones, ERPA reserves the right to revisit and revise the project's proposed costs, impacted milestone or completion dates and approach to completing the project. All revisions are subject to a Change Order Process as outlined in Attachment 2.
2 j Post -production costs beyond what is described in Scope are not included in this SOW. s I Proposed fees are based upon the Customer extracting data from its legacy systems and ensuring all data provided to ERPA is clean, valid and duplicate values removed. 2 Many project delays can be attributed to challenges in cleaning and converting Customer data.

Customer must prioritize this Project activity as soon as is reasonably possible after Project commencement, in order to reduce any impact to the Project timeline. Customer must identify skilled data conversion resources and engage them on the project as soon as possible. s Services identified herein are assumed to be primarily delivered remotely and ERPA will advise when onsite delivery is recommended for certain tasks.
3 ERPA will not be performing a fit -gap or deep -dive analysis (design) of Customer's business requirements.
m I Customer must provide all data in accordance with Workday standards as detailed in the Workday Deployment Data Formatting Guide.

All subject matter experts, project influencers, and those responsible for sign -off on deliverables are clearly identified in the project kick off, including subject. 12 E Customer will have all subscriptions for in scope functionality including any necessary subscriptions for integrations.
13 I Customer will provide necessary documentation (i.e. application details, network topology or related diagrams, policies and procedures including test plans, etc.) to facilitate knowledge transfer 14 I Respond to ERPA requests in a timely manner to ensure services occur within the agreed upon timeline
40

15 I Customer will Make designated Customer staff available to assist ERPA and provide necessary access where required.
�s [ Customer will Provide a Project Manager/Coordinator — facilitate the coordination between all vendors and Customer stakeholders to establish timelines, project plans and serve as primary point of contact
502 TEST AND PREPARE FO PRODUCTION
ERPA will provide knowledge transfer to Customer for the Workday system through several means, including but not limited to testing, detailed discussions and other reviews as identified by the project team.

5.03 MANAGEMENT
Planned management sessions include:
a. Weekly Status — Typical duration is approximately 1 hour per week b. Sponsor Sessions — 3 sessions with a typical duration of 30 minutes each

5.04 WORKER HISTORY
Terminated employees need to be assigned to active company organizational elements such as companies, business locations, job profiles, cost centers, regions. Historical company elements will not be implemented in the system in order to accommodate terminated employees. If this situation occurs generic termed elements will be created in order to accommodate Workday employee required information.
2 History data for terminated employees will consist of core HR data that is provided in the organization and employee data workbook. This consists of contact, compensation, and active company organizational elements.
;+ I Manager information will not be required for terminated employees. Terminated employees will be loaded into a separate supervisory hierarchy titled "Termed" using a job -based staffing model.

5.05 INTIEG ATIONS
I Customer is responsible for executing integration testing with support from ERPA. 2 ERPA will be responsible for extracting from Workday for outbound integrations, in the specified format. ERPA is not responsible for loading data into the target system unless specifically specified in the integration scope section.
3 I Customer will be responsible for providing data in an ERPA specified format for inbound integrations into Workday. ERPA is not responsible for extracting data from the source system unless specifically specified in the integration scope section. 41

4 I Workday Cloud Connect Integrations are only Cloud Connect integrations if the Workday integration templates are used with zero exceptions. Any deviation outside the Workday delivered template results in the integration becoming a custom integration. A change order must be executed for this which may result in increased hours. Note: Basic calculated fields nor field overrides are considered deviations from the template.
s Integration fees for this deployment are based on information that was provided during the sales phase. Integration fees are subject to change after the discovery and design work is completed. If there is a change to the scope or proposed fees, this will require a Change Order (Process outlined in Attachment 2).
6 I It is Customer's responsibility to clean inbound data (i.e., that the data is not duplicated and is valid) from third party systems.
r I Customer agrees to manage communications with their respective providers during the development of the integrations. The ERPA integration resource will only configure the integration to specifications provided by the Customer. If there are additional costs, these will require a Change Order (Process outlined in Attachment 2).

B I The Customer is responsible for managing the provider and ensuring that the provider completes their deliverables based on the agreed upon timeline. Delays due to lack of response or unexpected slower turnaround time by the provider may result in additional costs to the Customer. 9, I Any benefit integration not listed in the Workday Cloud Connect Integrations Catalog will be considered a custom integration. ERPA will make every effort to get an integration added to the Cloud Connect Integrations catalog to be implemented as part of the project if timelines permit. io i Customer will review and approve design requirements prior to ERPA designing any in scope custom integrations. Changing design requirements after final design approval has been received may impact integration delivery and proposed fees.
,t Ownership of all integrations is transferred to the Customer after deployment. 'E:> I Customer agrees to make reasonably available appropriate Customer technical and functional resources during the project timeline to assist with discovery, data mapping, data validation, testing, and UAT activities with each built integration; provided the Customer receives sufficient notice of such events, in advance.
13 I All integrations will be migrated up to a total of three times, once for end to end testing, parallel testing and production.
14 I Any integration not specifically mentioned in this Statement of Work is assumed to be out of scope. A change order can be executed to make any scope changes. as I Customer must provide integration specification to ERPA tech team within 5 days of project kickoff.
42

1s I An introductory email from ERPA describing the process and approach will be sent to the Customer providing the ERPA integration contract name. An integration kickoff meeting will be performed to confirm scope and high-level timeline expectations for success. 17 i Integration design documents will be pre -built with best practices of business rules and assumptions. Customer specific fields will be identified and completed by the Customer. �s I Customer/vendor interaction will be limited to an initial requirements scoping/mapping session per integration.

5.06 PARALLEL HISTORY (ONLY APPLICABLE FOR A .9AINUARY 1 MOVE -TO -PRODUCTION) 1 Payroll history that is loaded into Workday will include all earnings, deductions, taxes, and employer paid contributions/benefits.
2 I A subset of the employee population will be used for the purposes of balance limit testing, based on payroll history loaded, during parallel testing. This subset should include representation across each federal / state / locality the Customer currently processes payroll for. 3 I All payroll history will need to be provided in ERPA's excel Payroll History Workbook. a I ERPA's tools have functionality that will assist the customer with balancing by a unique company (FEIN).

5.07 REPORTING
i ERPA will enable Workday delivered security for all Workday delivered standard reports related to the in -scope functionality.
2 ERPA defines a custom report as "a Workday delivered report that needs to be modified or enhanced and that modification or enhancement replaces the Workday delivered report, or a report that requires building from scratch."
3 I Reports are limited to then -available report data sources and custom report fields. a I If custom reports are included in project scope, ERPA will review the requirements and work with Customer to assist with the design and configuration of custom reports as identified during Architecture. If additional assistance is required from ERPA above the number of hours allocated in this SOW to build the reports, a Change Order would be created. ERPA will provide knowledge transfer to the Customer of any ERPA assigned custom developed reports to help prepare the Customer for any future reporting requirements. Customer will attend Workday report writer training prior to developing any custom reports.
5,08 SECURITY
43

Customer will utilize the Workday security roles in the delivered Workday tenant, with no changes to existing security roles or creation of custom security roles until post -production and Customer may acquire additional Services to make such changes or make such changes themselves.

5.10 PLAN STAGE
Each Party will assign an Engagement manager to manage such Party's roles and activities for this project.
2 I Customer will assign an Executive Sponsor to participate in Steering Committee meetings and be available to resolve issues impacting the success of the project. 3 I Customer will have knowledge of or provide documentation that reflects existing business processes.
a I Customer will complete Workday training prior to beginning the Configure Stage. s I Any overall timeline changes including Critical Project Milestone will be incorporated into the revised project plan.

5.11 CO" FIGURE STAGE
ERPA will deploy a single set of Workday's delivered business processes definitions across the organization.
2 I Customer agrees to utilize Workday's delivered business processes across the enterprise with no or only limited changes to the listed modifiable business processes noted in scope set forth in Attachment 1: Project Scope until after post -production support has completed. If specified in Attachment 1: Project Scope, "limited changes" are defined only as removing process steps, adding approval or review steps (limited to 3 per modifiable business process), adding To Do steps (limited to 5 total), low complexity condition rules (defined as three or less lines of logic), or changing approvers or removing initiating security groups. Limited changes do not include creating rule -based business process definitions (alternate workflows), calculated fields, custom notifications, changing security (other than what is defined above), adding additional process action steps, or complex conditional rules necessary to meet Customer's unique requirements. Customer may acquire additional Services to make such changes or may make such changes themselves in post -production. 3 I ERPA to provide knowledge transfer associated with project functionality scope set forth in Attachment 1: Project Scope.
4 I ERPA will deploy all employee and manager self-service business processes related to the configuration scope depicted in this SOW.
5 I Customer will provide the necessary technical specifications for all ERPA configured or custom integrations defined in scope sections.
44

s ERPA will ensure that knowledge transfer of the Workday Service will occur during the configuration review workshop, detailed discussions and other reviews as identified by the project team.

Prototype configuration activities will primarily be completed off site by the ERPA team members. 2 Customer business analysts will complete configuration tests before confirming "go ahead" recommendation for moving into Test stage.
o I All outstanding items from the build are documented as part of the issues log, which will be maintained through the completion of the project.
4 ERPA will provide Customer with Data Gathering Workbooks with appropriate descriptions for data conversion.
s Customer will ensure all data provided to ERPA is clean, valid and duplicate values have been removed.
s I Customer will populate the supplied deployment Data Gathering Workbooks in the prescribed format.
7 I Once the data is loaded, Customer will verify the accuracy of the data and provide corrected data. a Failure by the Customer to complete a successful data load after two attempts may result in a change order to continue the process and may impact the Move -to -Production date, if each such failure is attributable to Customer's actions.
o I ERPA will lead all design/development efforts for configured integrations and, if applicable, custom integrations assigned to ERPA in the scope section of this SOW. io l ERPA will provide functional data mapping expertise and produce field mapping documents for each configured integration.
11 ERPA will configure and unit test configured integrations planned for deployment. 12 [ Where changes are required for Customer's integration platform or internal system, Customer will provide its own experienced resources and Customer will be responsible for making such changes.
'Es [ Customer verifies the accuracy of the data and provides corrected data to so that integration testing may be completed prior to Move -to -Production. 14 I Customer will make available appropriate Customer technical and functional resources to assist with discovery, data mapping, data validation, testing, and end to end activities with each supported interface.
1s I Customer will lead the coordination with any external Customer vendors and, if applicable, Customer consultants to ensure timely response in working with ERPA consultants. 45

5.13 TEST STAGE
Customer is responsible for the development of the Test Plan and test scenarios and cases. ERPA will provide standard test scenarios to be used as a foundation; however, Customer will need to create detailed test scenarios/cases based on its user requirements and system configuration. 2 I Customer is responsible for completing hands-on testing activities as noted throughout this document.
3 ERPA will ensure knowledge transfer to Customer for the Workday Service will occur during End to End testing.
46

EXHIBIT A-1
ERP ANALYSTS, INC.

SERVICE TERMS
The following terms and conditions ("Service Terms") shall govern ERP Analysts, Inc.'s ("ERPA") Services set forth in the applicable Exhibit A ERPS Implementation Services Order Form between the City of Bell Gardens ("Customer") and Iron Brick Associates, LLC ("Reseller").

SECTION. 1 DEFINITIONS
The following terms, as used herein or in exhibits or attachments hereto, shall have the meanings indicated:

1.1 "Affiliate." An entity, which directly or indirectly controls, or is controlled by, or is under common control with a party.

1.2 "Confidential Information." All information, whether written, verbal or electronic, concerning the affairs and operations of a party, its subsidiaries and Affiliates, and their respective contractors and agents, including, without limitation, operational plans, financial data, contractual information, and personally identifiable information ("Personal Data"), shall be considered Confidential Information under these Service Terms. Confidential Information shall not include information that the nondisclosing party can demonstrate: (a) was already known to nondisclosing party at the time of disclosure; (b) was information in the public domain or available to the public; (c) was made available to nondisclosing party by third parties without any non -disclosure obligation to disclosing party; or (d) was independently developed by nondisclosing party.

1.3 "Statement of Work" or "SOW." Each document identified as such for the provision of Services, which shall incorporate the terms and conditions of these Service Terms and contains the description, and other specific terms and conditions applicable to the Services being performed.

1.4 "Services." Any labor effort, resources and/or deliverables required to be provided by a Statement of Work or actually performed pursuant to a Statement of Work requirement wherein the service rendered does not consist primarily of acquisition or the rental of equipment or materials.

1.5 "Subcontractor." Whether capitalized or not herein, any subcontractor, vendor, material man, in each case of any tier, that has a contract, license, or agreement with ERPA to supply equipment, material, services, supervision, consultation, or labor in connection with the performance of the Services.

1.6 "Technical Representative." The individual, if any, identified in a Statement of Work that serves as the primary technical point of contact with regard to the Services to be complete for such Statement of Work. Either party may replace its Technical Representative upon written notice to the other party.

SECTION. 2 AGREEMENT STRUCTURE

2.1 ERPA will provide the Services according to the specifications, schedules, fees and other items set forth in the Statement of Work ("SOW") and in accordance with these Service Terms. Additional written and detailed technical specifications for the Services may be referenced in or attached to each SOW as attachments, and, when referenced or attached, shall be deemed to be incorporated within such SOW reference.

2.2 Scope Changes. During the course of a SOW effort, Customer may desire a change in the scope of the effort. Customer will make requests for changes in writing ("Change Order") and will deliver same to Iron Brick for written approval pursuant to the Prime Contract between the Customer and Iron Brick. ERPA shall only incorporate changes in scope after a Change Order has been signed by the Customer and Iron Brick.

2.3 Order of Precedence. In the event of any conflict between the Prime Contract, these Service Terms and the SOW, these Service terms shall control. Any intended variation from the terms and conditions of the Service Terms shall be explicitly stated as such in the SOW with the express reference (by section number) to the provision to be overridden and shall apply only to that particular SOW.

SECTION. 3 SERVICES AND PERFORMANCE

3.1 ERPA shall perform the Services in a workmanlike manner using only qualified, careful and efficient workers and in strict conformity with these Service Terms and the SOW (including written Change Orders).

3.2 ERPA shall be responsible for periodic reporting of the progress status of the Services and issues related thereto.

SECTION. 4 RESERVED
SECTION. 5 PERSONNEL

5.1 Subcontracting and ERPA's Employees. ERPA is responsible for staffing as necessary to provide the Services identified in each SOW(s). ERPA may subcontract the performance of specific Services hereunder. Personnel used or supplied by ERPA in the performance of the Services hereunder shall be employees or contractors of ERPA and under no circumstances are such personnel to be considered employees or contractors of Customer.

5.2 Key Person. If one or more individuals employed by ERPA is specified as a "Key Person" in a SOW, each will be deemed an essential person for the performance of the Services. ERPA shall not change any Key Person(s) without the prior consent and approval of Customer; provided however that ERPA may change any Key Person without prior consent and approval if such person is no longer employed by ERPA. If ERPA deems any Key Person unable to devote sufficient time to maintain his or her level of responsibility, ERPA will provide advance written

notice of the person designated to replace him or her, which person will be subject the prior consent and approval of Customer.

5.3 Technical Representatives. All transfer of deliverables and communications regarding the scope of Services under a SOW will be accomplished through the Technical Representatives. Any contractual changes to these Service Terms or to the SOW are only as authorized in written amendments or modifications executed by each Party's duly authorized contract representative. Either party may change the person designated to be its Technical Representative for any SOW at any time upon written notice to the other party.

5.4 Hiring/Non-Solicitation. The Customer agrees not to hire any employee of ERPA or its Affiliates without written permission of ERPA. Provided that the employee was not engaged in the performance of the Services under the SOW, this restriction shall not apply to the solicitation or recruitment by the Customer generally in the media, and shall not prohibit the Customer from hiring, without prior written consent, employees of ERPA who answer any advertisement or who otherwise voluntarily apply for a publicly posted job opening without having been personally solicited or recruited by the Customer.

5.5 ERPA represents and warrants that no personnel used or supplied by ERPA in the performance of the Services hereunder are current employees, independent contractors or contingent workers of Customer or any of its affiliated entities.

SECTION. 6 RESERVED
SECTION. 7 CONFIDENTIALITY

7.1 Use of Confidential Information; Non -Disclosure. ERPA agrees that it shall use Confidential Information solely for the purpose of performing Services as defined in the SOW to Customer, and solely as expressly permitted under these Service Terms. ERPA will not disclose, transfer, sell, rent, copy, or allow third -party access to Confidential Information, or use Confidential Information for ERPA's own benefit or the benefit of third parties. Customer agrees that ERPA will be permitted to disclose relevant aspects of the work to its employees to the extent necessary to perform the Services and to the extent such employees are bound to maintain the security and confidentiality of the Confidential Information. Notwithstanding the foregoing, ERPA may disclose Confidential Information to the extent compelled by any court, regulatory order or other service of legal process, in which case ERPA, unless prohibited by law, will provide Customer prompt prior notice of any such order or process sufficient to allow Customer to contest such order, and ERPA shall cooperate with Customer in responding to such order.

7.2 Security Controls. ERPA shall protect and maintain the security and confidentiality of the Confidential Information using at least the same level of care (but no less than reasonable care) that ERPA uses to protect and maintain the security and confidentiality of its own confidential information.

7.3 Third -Party Suppliers. ERPA shall not disclose any Confidential Information to any subcontractors, vendors, advisors, or agents ("Third -Party Suppliers") without the execution by such Third -Party Suppliers of an agreement imposing upon the Third -

Party Suppliers the same or substantially similar security and confidentiality obligations imposed upon ERPA under these Service Terms.

7.4 Destruction of Confidential Information. Upon termination of these Service Terms, or at any other time during the term of the SOW if requested by Customer, within ten (10) days, ERPA shall either return to Customer or certify destruction of any and all Confidential Information (and any and all copies, tapes and duplications thereof), then in its or its Third -Party Suppliers' possession, and shall maintain no such information in its or its subcontractors' possession provided that ERPA may retain reasonable copies of such materials for archival purposes, subject to ERPA's security and confidentiality obligations in these Service Terms. Customer shall maintain rights to verify the compliance with this Section as reasonably requested.

7.5 Personal Data. Without limiting any obligations hereunder, in the case of Personal Data, ERPA shall: (i) use Personal Data only to deliver Services as instructed and permitted by Customer; (ii) ensure that all Personal Data collected or created by ERPA on behalf of Customer is limited to what is necessary in order to deliver the Services, (iii) not sell the Personal Data, nor retain, use or disclose the Personal Data for any purpose other than the purpose specified in these Service Terms, including retaining, using or disclosing the Personal Data for a commercial purpose other than to provide the Services to Customer; and (iv) not retain, use or disclose the Personal Data outside of ERPA's business relationship with Customer.

7.6 Remedies for Confidentiality Breach. ERPA agrees that its breach of the terms in Section 7 hereof may cause irreparable damage to Customer, and its subsidiaries and Affiliates. In the event of any breach or imminent breach of Section 7 hereof, ERPA agrees that, in addition to other remedies available under law, Customer shall be authorized and entitled to seek injunctive relief from any court of competent jurisdiction to prevent, restrain, compel an act, or limit the effects of, as applicable or appropriate, such breach or imminent breach.

SECTION. 8 WARRANTIES

8.1 Services shall be performed in a professional and workmanlike manner, consistent with industry standards. If ERPA fails to do so, ERPA shall correct deficiencies at no additional charge to Customer, provided Customer gives ERPA written notice of such deficiencies within sixty days of delivery by ERPA. In the event ERPA is unable to correct such deficiencies after good -faith efforts and at a commercially reasonable cost ERPA shall refund Customer prorated amounts paid for the defective portion. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE

MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ERPA MAKES NO

ADDITIONAL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,

STATUTORY OR OTHERWISE AND SPECIFICALLY DISCLAIMS INCLUDING

BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, ERPA DOES NOT WARRANT THAT ANY OF THE SERVICES WILL BE UNINTERUPPTED OR ERROR FREE.

8.2 Services shall not infringe any copyright, trade secret, patent or other proprietary right of a third party. ERPA is the sole owner of, or otherwise has obtained all rights

to grant the license granted hereunder to Customer. ERPA shall not misappropriate trade secret or rights of third parties in performing Services.

8.3 Services shall not contain any feature that prevents use, including without limitation, any computer virus, worm, lock, drop -dead device, Trojan -horse routine, trap door, time bomb, or any other code or instruction that may be used to access, modify, delete, damage, or disable the functioning of the Services of Customer.

8.4 In no event shall ERPA or Iron Brick or its suppliers be liable for any special, general, incidental, punitive, indirect, or consequential damages, including but not limited to damages for loss of business revenue or profits, loss of anticipated revenue or profits, failure to realize anticipated savings, loss of goodwill, business interruption, or loss of business information, arising in connection with the use, or the results of the use, of the Services, written materials, or professional advice of ERPA.

8.5 In any case, it is agreed that the liability of ERPA, whether such liability arises out of contract, tort, negligence, strict liability or otherwise, shall be limited to, at ERPA's discretion, the repair of the Services or repayment to the Customer of the amounts pad for the defective portion.

SECTION. 9 INTELLECTUAL PROPERTY

9.1 All right, title and interest to all recommendations, ideas, designs, techniques, inventions, discoveries, improvements, information, creations, software, and any other items discovered, prepared or developed by or for ERPA in the course of or resulting from performance under these Service Terms, or any related SOW, including all trade secrets, copyrights and other Intellectual Property Rights pertaining thereto (together the "ERPA Intellectual Property") vests in ERPA.

Nothing contained in these Service Terms shall be construed as transferring any such rights to Customer or any third party except as expressly set forth herein.

Subject to the foregoing, ERPA grants Customer a royalty -free, non-exclusive, non -transferable license to use ERPA Intellectual Property incorporated into the Services solely for its internal purposes in connection with its authorized use of the Services. As between ERPA and Customer, all Customer Confidential information supplied by Customer, shall be, and remain, the property of Customer.

SECTION. 10 INDEPENDENT CONTRACTOR

10.1 ERPA certifies that it is engaged in an independent business and will perform its obligations under the SOW as an independent contractor and not as the agent or employee of Iron Brick or the Customer; that it has no authority to act for or bind Iron Brick or the Customer; and that ERPA may and does work for other customers.

ERPA is solely responsible for performing Services in accordance with the applicable SOW.

SECTION. 11 RESERVED.

SECTION. 12 INSURANCE

12.1 At all times during the term of the applicable SOW, ERPA shall purchase and maintain such insurance, at its expense. Notwithstanding ERPA's decision to maintain greater amounts, ERPA shall maintain the following minimum amounts and types of coverage:

12.1.1 Commercial General Liability covering claims for bodily injury, death, personal injury or property damage with minimum limits of One Million Dollars ($1,000,000) for each occurrence with a general aggregate limit of One Million Dollars ($1,000,000) and naming Customer as an additional insured as its interest may appear with respect to these Service Terms.

12.1.2 Comprehensive Automobile Liability covering ownership, operation and maintenance of all owned, non -owned and hired automobiles used in connection with the performance of the SOW, with minimum limits of One Million Dollars ($1,000,000) each occurrence.

12.1.3 Worker's Compensation with statutory limits as required in the state where the Services are being provided and Employers' Liability or "Stop Gap" coverage with limits of One Hundred Thousand Dollars ($100,000) each accident. Customer shall be given thirty (30) days advance written notification of any cancellation or material decrease in the policy.

12.1.4 Cyber Liability Insurance covering claims for technology errors & omissions; security and liability; privacy regulatory claims; security breach response; and cyber extortion with minimum limits of Two Million Dollars ($2,000,000) for each occurrence with a general aggregate limit of Two Million Dollars ($2,000,000).

SECTION. 13 RESERVED
SECTION. 14 General Provisions

14.1 Advertising and Publicity. Customer shall not use ERPA's names, marks, codes, drawings or specifications in any advertising, promotional efforts or publicity of any kind without the prior written permission of ERPA. However, upon execution of the SOW, Customer hereby agrees to allow ERPA to use Customer's name and logo as part of a list of ERPA's customers on its website, in collateral, and in presentations.

14.2 Force Majeure. In the event ERPA or Customer is delayed in performing any of its respective obligations in these Service Terms and such delay is caused by acts of God, war, riots, civil insurrection, acts of the public enemy, strikes, lockouts, accidents, acts of civil or military authority, fires, floods, or earthquakes or any other condition beyond the reasonable control of the Party delayed ("Excusable Delay"), such delay shall be excused and the period of such delay shall be added by a contract Change Order to the time for performance of the obligation delayed.

In the event of any such delay, the Party delayed shall, at no cost to the other Party, exercise due diligence to shorten the delay and shall keep the other Party advised as to the continuance of the delay and steps taken to shorten or resolve the delay. ERPA shall not be entitled to additional or extra compensation by reason

of any delay covered by this Section. In addition to the above, ERPA shall be entitled to treat as an Excusable Delay hereunder any delay caused by the failure of Customer to discharge any of its obligations hereunder in a timely and efficient manner, or any other delay which Customer and ERPA agree in writing should be treated as an Excusable Delay hereunder.

14.3 Choice of Law; Venue and Jurisdiction. These Service Terms shall be construed in accordance with the laws of the State of California without giving effect to any choice of law rules that may direct the application of the laws of any other jurisdiction.

14.4 The failure of ERPA to exercise any power given in these Service Terms or to insist upon strict compliance with the terms shall not constitute a waiver of ERPA's right to demand exact compliance of the terms of these Service Terms. Waiver by ERPA of any particular default by the Customer shall not affect or impair its rights with respect to any subsequent defaults of the same kind or of a different kind, nor shall any delay or omission by ERPA to exercise any rights arising from any default affect or impair its right as to such default or any future default. Further, no custom or course of dealings of ERPA at variance with the terms hereof shall constitute a waiver of ERPA's right to demand later compliance.

14.5 These Service Terms, related SOW, and attached exhibits may be amended or modified only by an instrument of equal formality signed by duly authorized representatives of ERPA and Iron Brick.

14.6 Headings Not Controlling. Headings used in these Service Terms are for reference purposes only and shall not be used to modify the meaning of the terms and conditions of these Service Terms.

14.7 Survival Period. Any provision of these Service Terms that imposes an obligation following the termination or expiration of these Service Terms will survive the termination or expiration and will continue to be binding upon the Customer.

14.8 These Service Terms together with all related SOWs and attachments and exhibits shall be binding upon the Customer.

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY
TO: Honorable Mayor and City Council Members
FROM: Michael O'Kelly, City Manager
BY: Bernardo Iniguez, Director of Public Works/Facilities SUBJECT: Consideration of a Resolution Approving a Third Amendment to the Water System Operation and Maintenance Contract Agreement with Liberty Utilities (Park Water) Corp.

MEETING DATE: December 8, 2025
RECOMMENDATION:

It is staff's recommendation that the City Council adopt the attached Resolution authorizing the City Manager to execute the Third Amendment to the Water System Operation and Maintenance Contract Agreement with Liberty Utilities (Park Water) Corp. for the City's Municipal Water System.

BACKGROUND / DISCUSSION:

On June 22, 2020, the City of Bell Gardens ("City") entered into a Water System Operation and Maintenance Contract Agreement ("O&M Agreement") with Liberty Utilities (Park Water) Corp. ("Liberty") for the operation and maintenance of the City -owned water system. The O&M Agreement details the maintenance and operations of the City's water system that serves 1,650 metered customers. It also includes the required monthly reporting and testing, service billing, meter readings, and all components necessary to effectively operate the system. On June 9, 2025, the City Council approved a First Amendment to the O&M Agreement to increase the compensation and extend the Term to September 30, 2025. On September 22, 2025, the City Council approved a Second Amendment to the O&M Agreement to extend the Term to December 31, 2025, to allow the City to undergo a competitive solicitation process.

Public Works has released a Request for Proposals ("RFP") for the maintenance and operation of the City's water system. The anticipated recommendation of award date for a new agreement is January 12, 2026. On December 1, 2025, the City received a letter from Liberty proposing a one -month extension through January 31, 2026, under the same terms and conditions of the existing O&M Agreement, including the monthly cost of $25,075. Liberty has performed its services satisfactorily to date. Staff recommends approval of a Third Amendment to the existing O&M Agreement for a one -month extension of the term, as this will allow for the completion of a competitive solicitation.

CONCLUSION:

Approval of the Third Amendment would extend the term of the O&M Agreement through January 31, 2026, which would allow the City to complete the competitive solicitation process.

FISCAL IMPACT:

Funding for the Water System's operation and maintenance services is available in the FY 2025/26 budget.

APPROVALS:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney
Manuel Carrillo, Director of Finance and Administrative Services

RESOLUTION NO. 2025-117

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, APPROVING A THIRD AMENDMENT TO

THE WATER SYSTEM OPERATION AND MAINTENANCE CONTRACT

AGREEMENT BY AND BETWEEN THE CITY OF BELL GARDENS AND
LIBERTY UTILITIES (PARK WATER) CORP. FOR THE MAINTENANCE

AND OPERATION OF THE CITY'S WATER SYSTEM
WHEREAS, on June 22, 2020, the City of Bell Gardens ("City") and Liberty Utilities (Park Water) Corp. ("Liberty") executed and entered into a Water System Operation and Maintenance Contract Agreement ("Master Agreement"); and WHEREAS, on June 9, 2025, City Council approved a First Amendment to the Master Agreement to increase the compensation and extend the term to September 30, 2025; and
WHEREAS, on September 22, 2025, the City Council approved a Second Amendment to the Master Agreement to extend the term to December 31, 2025, to allow the City to undergo a competitive Request for Proposals process; and WHEREAS, the City issued a Request for Proposals and is in the process of reviewing the prospective proposals in order to make a recommendation to the City Council at a future meeting; and
WHEREAS, on December 1, 2025, the City received a letter from Liberty proposing to extend the term to January 31, 2026, under the same terms and conditions; and
WHEREAS, to allow sufficient time for the completion of the competitive Request for Proposals process, it is necessary to extend the term of the Master Agreement for an additional month through January 31, 2026; and
WHEREAS, the City desires to enter into a Third Amendment to extend the term of the Master Agreement to allow the City to complete the Request for Proposals process.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:

SECTION 1. The City Council hereby finds and determines that the foregoing recitals are true and correct, constitute a material part of this Resolution, and therefore incorporate them herein in their entirety as part of the findings.

SECTION 2. Based upon the above recitals, the staff report accompanying this Resolution, and such other oral and written evidence, the Bell Gardens City Council hereby approves a Third Amendment to the Master Agreement with Liberty, which is attached to the staff report as Exhibit 2.

Resolution No. 2025-117
SECTION 3. The City Council further authorizes and directs the City Manager to execute the Third Amendment with Liberty, on the City's behalf, along with any other ancillary documents relating thereto, including any other documents consistent with and necessary to implement and effectuate the intent of the City Council as set forth in this Resolution.

SECTION 4. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.

PASSED, APPROVED, and ADOPTED this 8th day of December, 2025.

THE CITY OF BELL GARDENS
Marco Barcena, Mayor
APPROVED AS TO FORM: ATTEST:

Stephanie Vasquez
City Attorney
2 of 3
Daisy Gomez
City Clerk

Resolution 2025-117
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. was adopted by the Bell Gardens City Council at a regular meeting of the City Council held on , and was approved and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Daisy Gomez
City Clerk
3 of 3

2025

THIRD AMENDMENT TO WATER SYSTEM OPERATION AND MAINTENANCE

CONTRACT AGREEMENT
(Engagement: Maintenance and Operation of the City's Water System) (Contractor: Liberty Utilities (Park Water) Corp.)
THIS THIRD AMENDMENT (hereinafter, "Third Amendment") to that certain agreement entitled "Water System Operation and Maintenance Contract Agreement" and dated June 22, 2020 (hereinafter, the "Master Agreement"), is hereby made and entered into this day of 2025 (hereinafter, "Effective Date"), by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and LIBERTY UTILITIES (PARK WATER) CORP. (hereinafter, "CONTRACTOR"). For purposes of this Third Amendment, the capitalized term "Parties" shall be a collective reference to both CITY and CONTRACTOR. The capitalized term "Party" may refer to either CITY or CONTRACTOR interchangeably, as appropriate.

RECITALS
This Third Amendment is made and entered into with respect to the following facts:

WHEREAS, on June 22, 2020, the Parties executed and entered into the Master Agreement for maintenance and operation of water system services by the CONTRACTOR in the CITY; and
WHEREAS, on June 9, 2025, the Master Agreement was amended, by way of a first amendment (hereinafter "First Amendment"), to increase the compensation and extend the term of the Master Agreement; and
WHEREAS, on September 22, 2025, the City Council approved a Second Amendment to the Master Agreement to extend the term to December 31, 2025, to allow the City to undergo a competitive Request for Proposals process; and WHEREAS, for purposes of this Third Amendment, the Master Agreement, as amended by way of the Second Amendment and First Amendment, may be referred to collectively as the "Master Agreement." The Master Agreement is attached and incorporated hereto as Exhibit "A"; and
WHEREAS, the term of the Master Agreement is set to expire on December 31, 2025; and
WHEREAS, the City requires additional time to complete the competitive Request for Proposals ("RFP") process for a new operations and maintenance contract, and therefore seeks to extend the term of the Master Agreement through January 31, 2026; and
WHEREAS, on December 1, 2025, CONTRACTOR provided an extension letter entitled "Water System Operation and Maintenance Contract Agreement Extension" (hereinafter, "December 2025 Extension Letter"), which proposed to extend the term of

the Master Agreement through January 31, 2026; and
WHEREAS, the December 2025 Extension Letter is attached and incorporated hereto as Exhibit "B"; and
WHEREAS, the execution of this Third Amendment was approved by the Bell Gardens City Council at its Regular Meeting of December 8, 2025.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

SECTION 1. Section 11. (Term) of the Master Agreement is hereby amended to extend the Term of the Master Agreement through January 31, 2026.

SECTION 2. Except as otherwise set forth in this Third Amendment, the Second Amendment, First Amendment and Master Agreement shall remain binding, controlling, and in full force and effect. Section 33 of the Master Agreement notwithstanding this Third Amendment, together with the Second Amendment, First Amendment and Master Agreement, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents.

SECTION 3. The provisions of this Third Amendment shall be deemed a part of the Second Amendment, First Amendment and Master Agreement and except, as otherwise provided under this Third Amendment, the Second Amendment, First Amendment and Master Agreement and all provisions contained therein, shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this Third Amendment and the provisions of the Second Amendment, First Amendment and Master Agreement, the provisions of this Third Amendment shall control, but only in so far as such provisions conflict with the Second Amendment, First Amendment and Master Agreement, and no further.
(SIGNATURES ON NEXT PAGE)
2

IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be executed on the day and year first appearing above.

CITY: CONTRACTOR:

CITY OF BELL GARDENS LIBERTY UTILITIES (PARK WATER)
CORP.

By: By:

Michael B. O'Kelly, City Manager
Date:

APPROVED AS TO FORM:

By:

Stephanie Vasquez, City Attorney
3 Name:

Title: _
Date:

EXHIBIT "A"

MASTER AGREEMENT
4

2025

SECOND AMENDMENT TO WATER SYSTEM OPERATION AND MAINTENANCE

CONTRACT AGREEMENT
(Engagement: Maintenance and Operation of the City's Water System) (Contractor: Liberty Utilities (Park Water) Corp.)
THIS SECOND AMENDMENT (hereinafter, "Second Amendment") to that certain agreement entitled "Water System Operation and Maintenance Contract Agreement" and dated June 22, 2020 hereinafter, the "Master Agreement"), is hereby made and entered into this `tK day of V 4 , 2025 (hereinafter, "Effective Date"), by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and LIBERTY UTILITIES (PARK WATER) CORP. (hereinafter, "CONTRACTOR"). For purposes of this Second Amendment, the capitalized term "Parties" shall be a collective reference to both CITY and CONTRACTOR. The capitalized term "Party" may refer to either CITY or CONTRACTOR interchangeably, as appropriate.

RECITALS
This Second Amendment is made and entered into with respect to the following facts:

WHEREAS, on June 22, 2020, the Parties executed and entered into the Master Agreement for maintenance and operation of water system services by the CONTRACTOR in the CITY; and
WHEREAS, on June 9, 2025, the Master Agreement was amended, by way of a first amendment (hereinafter "First Amendment"), to increase the compensation and extend the term of the Master Agreement; and
WHEREAS, for purposes of this Second Amendment, the Master Agreement, as amended by way of the First Amendment, may be referred to collectively as the "Master Agreement." The Master Agreement is attached and incorporated hereto as Exhibit "A"; and
WHEREAS, the term of the Master Agreement is set to expire on September 30, 2025; and
WHEREAS, the City requires sufficient time to complete the competitive Request for Proposals ("RFP") process for a new operations and maintenance contract, and therefore seeks to extend the term of the Master Agreement through December 31, 2025; and
WHEREAS, on September 15, 2025, CONTRACTOR provided an extension letter entitled "Water System Operation and Maintenance Contract Agreement Extension" (hereinafter, "September 2025 Extension Letter"), which proposed to extend the term of the Master Agreement through December 31, 2025; and

HEREAS, the September 2025 Extension Letter is attached and incorporated hereto as Exhibit "
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

SECTION 1. Section 11. (Term) of the Master Agreement is hereby amended to extend the Term of the Master Agreement through December 31, 2025.

SECTION 2. Except as otherwise set forth in this Second Amendment, the First Amendment and Master Agreement shall remain binding, controlling, and in full force and effect. Section 33 of the Master Agreement notwithstanding this Second Amendment, together with the First Amendment and Master Agreement, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents.

SECTION 3. The provisions of this Second Amendment shall be deemed a part of the First Amendment and Master Agreement and except, as otherwise provided under this Second Amendment, First Amendment and Master Agreement, all provisions contained therein shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this Second Amendment and the provisions of the First Amendment and Master Agreement, the provisions of this Second Amendment shall control, but only in so far as such provisions conflict with the First Amendment and Master Agreement, and no further.
(SIGNATURES ON NEXT PAGE)
2

IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be executed on the day and year first appearing above.

CI

CITY OF SELL A ES
APP VE'itit AS TO F
By.

Stephanie Vasquez, City Attorney
CT

LI E TY UTILITIES (PA K ATE )
C Pa
By:

Name; Ken Pfister
Title: Director of Operations
Date:11/25/2©25

EXHIBIT "A"

MASTER AGREEMENT
4

2025

FIRST AMENDMENT TO WATER SYSTEM OPERATION AND MAINTENANCE

CONTRACT AGREEMENT
(Engagement: Maintenance and Operation of the City's Water System) (Contractor: Liberty Utilities (Park Water) Corp.)
THIS FIRST AMENDMENT (hereinafter, "First Amendment") to that certain agreement entitled "Water System Operation and Maintenance Contract Agreement" and dated June 22, 2020 (hereinafter, the "Master Agreement"), is hereby made and entered into this Z Lf*day of .0 F , 2025 (hereinafter, "Effective Date") by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and LIBERTY UTILITIES (PARK WATER) CORP. (hereinafter, "CONTRACTOR"). For purposes of this First Amendment, the capitalized term "Parties" shall be a collective reference to both CITY and CONTRACTOR. The capitalized term "Party" may refer to either CITY or CONTRACTOR interchangeably, as appropriate.

RECITALS
This First Amendment is made and entered into with respect to the following facts:

WHEREAS, on June 22, 2020, the Parties executed and entered into the Master Agreement for maintenance and operation of water system services by the CONTRACTOR in the CITY; and
WHEREAS, the Master Agreement is attached and incorporated hereto as Exhibit "A"; and
WHEREAS, the term of the Master Agreement is set to expire on June 30, 2025; and
WHEREAS, the City requires sufficient time to complete the competitive Request for Proposals ("RFP") process for a new operations and maintenance contract, and therefore seeks to extend the term of the Master Agreement through September 30, 2025; and
WHEREAS, on May 30, 2025, the CONTRACTOR provided its extension letter entitled, "Water System Operation and Maintenance Contract Agreement Extension" (hereinafter, "May 2025 Extension Letter") which proposed to extend the term of the Master Agreement for an additional three months through September 30, 2025; and WHEREAS, under the terms of the Master Agreement, the CITY agreed to pay CONTRACTOR a monthly not -to -exceed sum of NINETEEN THOUSAND SIX HUNDRED SIXTY-SIX DOLLARS AND SIXTY-SEVEN CENTS ($19,666.67) (hereinafter, "Monthly Not -to -Exceed Sum"); and
WHEREAS, in its May 2025 Extension Letter, CONTRACTOR further requested an increase of 27.5% in the Monthly Not -to -Exceed Sum due to cost escalation, totaling an increase of FIVE THOUSAND FOUR HUNDRED EIGHT DOLLARS AND THIRTY -

THREE CENTS ($5,408.33); and
WHEREAS, the May 2025 Extension Letter is attached and incorporated hereto as Exhibit "B".

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

SECTION 1. Section 8. (Compensation for Ordinary Services) of the Master Agreement is hereby amended to increase the Monthly Not -to -Exceed Sum of NINETEEN

THOUSAND SIX HUNDRED SIXTY-SIX DOLLARS AND SIXTY-SEVEN CENTS ($19,666.67) by FIVE THOUSAND FOUR HUNDRED EIGHT DOLLARS AND THIRTY- THREE CENTS ($5,408.33) for a new total Monthly Not -to -Exceed Sum of TWENTY- FIVE THOUSAND SEVENTY-FIVE DOLLARS ($25,075.00) which shall be effective as of July 1, 2025, and shall continue through the remainder of the Term.

SECTION 2. Section 11. (Term) of the Master Agreement is hereby amended to extend the Term of the Master Agreement through September 30, 2025.

SECTION 3. Except as otherwise set forth in this First Amendment, the Master Agreement shall remain binding, controlling, and in full force and effect. Section 33 of the Master Agreement notwithstanding, this First Amendment, together with the Master Agreement, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents.

SECTION 4. The provisions of this First Amendment shall be deemed a part of the Master Agreement and except, as otherwise provided under this First Amendment, the Master Agreement, all provisions contained therein shall remain binding and enforceable.

In the event of any conflict or inconsistency between the provisions of this First Amendment and the provisions of the Master Agreement, the provisions of this First Amendment shall control, but only in so far as such provisions conflict with the First Extension and Master Agreement, and no further.
(SIGNATURES ON NEXT PAGE)
2

IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed on the day and year first appearing above.

CITY: CONTRACTOR:

CITY OF BELL GARDENS
By:.
ichael B. O'Kelly, City Mar aver
Date:

APPROVED AS TO FORM:

By:

Stephanie Vasquez, City Attorney

LIBERTY UTILITIES (PARK WATER)
CORP.

By:
//7
Name: Ken Pfister
Title: Director of Operations
Date: 06/19/2025

IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed on the day and year first appearing above.

CITY:

CITY OF BELL GARDENS
CONTRACTOR:

LIBERTY UTILITIES (PARK WATER)
CORP.

By: By:

Michael B. O'Kelly, City Manager
Name: Ken Pfister
Date:

APPROVED AS TO FORM:

Stephanie Vasquez, City Attorney
Title: Director of Operations
Date: 06/1912025

EXHIBIT "A"

MASTER AGREEMENT
4

WATER SYSTEM OPERATION AND MAINTENANCE CONTRACT AGREEMENT BETWEEN 111E CITY OF BELL GARDENS AND Liberty Utilities (Park Water) Cora.

THIS CITY WATER SYSTEM OPERATION AND MAINTENANCE CONTRACT AGREEMENT (this "Agreement") is made and entered into as of the 22 day of June 2020, by and between two parties namely the CITY OF BELL GARDENS, a California municipal corporation (hereinafter referred to as "Bell Gardens" or "City"), and Liberty Utilities (Park Water) Corp. , a California corporation (hereinafter referred to as "the Operator").

Effective Date_ June 22.2020

RECITALS
A. Operator is an investor -owned utility, licensed to professionally serve potable water to customers in California and is in the business of providing professional operation and maintenance services to public potable water systems using personnel licensed by the State of California as a California corporation.

B. Bell Gardens is a municipal corporation which owns a public water system in a part of the City known as the City Water System shown on Exhibit A (hereinafter referred to as the "Area of Service").

C. The City is in need of an Operator of the City Water System and intends to retain the Operator for the Operator to provide the services herein stated to the City Water System and its Customers within the Area of Service for the term of this Contract Agreement.

NOW THEREFORE, for and in consideration of the foregoing recitals, and for other good, valuable and sufficient consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Operator agree as follows:
1 Scope of Work
Subject to the terms and conditions of this Agreement, Operator agrees to provide the services and tasks described in that certain Request for Proposals of City entitled "City of Bell Gardens Request for Proposals Contract Documents and Specifications for Maintenance and Operations of City -Owned Water System Contract in the City of Bell Gardens" issued April 22, 2020, (hereinafter, "City RFP") and the written proposal of Operator entitled "Proposal for Maintenance and Operation of the City of Bell Gardens Water System" (hereinafter, the "Operator Proposal") dated May 28, 2020. The City RFP and the Operator Proposal are attached and incorporated hereto as Exhibit "B" and "C" respectively. The term "Scope of Work" shall be a collective reference to the City RFP and the Operator Proposal. The capitalized term "Work" shall be a collective reference to all the various services and tasks referenced in the Scope of Work In the event of any conflict or inconsistency between the provisions of the document entitled City RFP and the provisions of the document entitled Operator Proposal, the requirements of the document entitled City RFP shall

govern and control but only to the extent of the conflict or inconsistency and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.

In addition to the Work referenced in the Scope of Work, the Operator hereby agrees to provide the following basic customer services (the "Basic Customer Services") to the City Water System and the system's customers. (i) Operate and maintain the water main system that is located in the streets and some alleys of the Service Area including all valves, fire hydrants, service connections and customer meters and report to the City thereon at the minimum monthly. All water main alignments are to be visually inspected by Operator in Service Truck a minimum of once a month. In the first year, Operator is to check on each fire hydrant, fire hydrant lateral valve and all main line valves and exercise the valves.

Thereafter, the valves are to be checked and exercised tri-annually.

Operator is to report therein to the City at the minimum of monthly.

Exhibit D herein is a suggested form of Operator's monthly report to the City Director of Public Works (DPW).

Operate and maintain Well No. 1 and its electrical, control, and pumping equipment of the Well No. 1 plant in Veterans City Park, including the liquid injection chlorination system, the existing walled yard block building, and the piping facilities in the building and the yard. The existing natural gas engine location in the building and the emergency generator adjacent to the Well Building are not part of Operator's maintenance responsibility. The locked storage building in the yard is also not part of Operator's responsibility. Operator shall conduct daily checks through SACADA and site visits to determine Well No. 1 production„ and chlorination dosage. The operator will conduct site visits three days per week (Mon, Wed, Fri) to collect and process all production reads (well, electric, chemical, etc.). Operator will collect pumping water levels at least once per month and all of the month end reads. The remainder of the Well No. 1 site may be used by Operator to carry out its responsibilities. Operator is responsible for the security of the Well No.1 site. Operator is to, as a part of its monthly report to the City, report on the requested information about the Well plant and any other important functions of the Well No. 1 plant. The City will work to discourage pigeons from roosting in the Building or in the yard.

Operator is not to encourage the presence of pigeons. Operator is to see that no pigeon or similar birds and small animals/rodents enter the Well Building.

(iii) Operator is to operate and maintain the Metropolitan Water District (MWD) connection Cen B -31B for imported water located at the Northwest corner of the intersection of Garfield Avenue and Randolph Street and report at a minimum of monthly on its usage to the City. The present manner of serving water to the customers of the City Water System is to operate the Well No. 1 as much as possible and limit the use of import water. Operator agrees to run CB -31 (Central Basin Municipal Water District) import connection once a week to verify it is functional and available. Should Operator have the plan and ability to change this schedule to efficiently use well water in place of MWD water, such plan is encouraged and should be discussed with the City prior to implementing such a plan.
(iv) The operation of the SCADA shall be monitored by Operator daily and reported thereon to the City as needed. There may be an observe -only screen located in the City's Public Water Office for informational purposes only. All SCADA equipment is to be owned by the City.

Should Operator no longer be the designated Operator of the City Water System the equipment at the SCADA Headquarters is to
be relocated to the City Public Works Building in an operating condition. The usage of the SCADA system is to provide 24 -hour, 7 - days -a -week monitoring of the City Water System operation as an efficient usage of personnel for operation and maintenance of the City Water System. The use of the SCADA system is to supplement and complement the use of personnel of Operator. However, the SCADA equipment shall not totally replace the use of Operator personnel. (v) Operator intends to produce a set of maps of the City Water System using Operator's GIS system based on maps furnished by the City and such other information as may be available. A print reproducible copy of such maps is to be given to the City Public Works Department.

Should, during this Contract Agreement period, changes and/or repairs made to the City Water System necessitating a chtmge in the map(s), new sheet(s) of affected map(s) will be provided to the City. Such maps of the Water System shall be owned by the City.
(vi) The City will provide via monthly reports information on all metered connections and any known metered connections as to the customer and metering equipment and data. Operator is to add the customer information to its Billing System for the purpose of reading and billing meters bi-monthly in each even -numbered month, and billing thereafter the customers and collecting monies therefrom as payment for water service using the City's Billing Rate Schedule.

Operator is to terminate services when bills are unpaid. The water bill format is to be agreed upon between the City and Operator.

(vii) Operator is to provide space in its customer service office for Operator personnel to perform the
billing and customer call center services in English and Spanish language during the regular business hours of Operator Main Headquarters. Operator will arrange for payment service centers for the City system in the same manner as provided to the Operator's own customers.

Operator personnel shall perform all services of turning on customer services, reading meters, billing for services, sending out bills, collecting bills, and shutting off services for unpaid bills and/or customer termination of service, Bilingual (English and Spanish- speaking) Operator personnel shall be available as needed for these functions.

Bills shall be in the name "CITY OF BELL GARDENS" thereon with all other needed information for Operator to bill and collect for service.

All monies collected by Operator shall be deposited daily in a designated City of Bell Gardens Bank Account. At Operator's call center, service personnel shall be available in person and other means to institute new customer services, terminate service, explain bills, and perform special meter readings as needed. Operator is to investigate unusual bills for customers and perform special meter readings for customers.
(viii)
Operator is to be aware of Chapter 11.02 of the City Municipal Code, which provides rules and regulations for guidance of the operation of the City Water System along with water rates to be used in billing customers.
(ix) Operator will be responsible for operation of Water Well No. 1, MWD connection CenB-31B, and related facilities at the locations set forth in Exhibit A, including, at a minimum, chlorination for water sanitation treatment and the taking of water quality sampling consisting of chlorine residuals, pH, bacteriological, general physical samples as specified in the Total Coliform Rule. Operator will conduct quarterly THM and HAAS sampling, monthly TC/HPC for Well, and Annual (full VOC) for Well No. 1. Records shall be daily maintained of production of the Well No. 1, usage, MWD water supplies, hours of operations, chlorine usage, and chlorine residual in the Water System and at the Well No. 1 (x) Operator will provide customer office services, including, without limitation, preparation and filing of water production and water quality reports with the State of California Water System Regulating Agency, the Water Replenishment District of Southern California (WRD) and the Central Basin Water Master (CBWM) in accordance with the

provisions of California law on behalf of the City; obtaining all permits and making all filings required in connection with providing the Basic Customer Services as set forth herein; preparation of monthly customer information reports, incl ding daily bank deposit balances during the month; reconciliation of balancing differences; listing of' customer accounts not paid within the allowed thirty-five (3 5) days and in arrears thereafter 0-30 days, 31-60 days, 61-90 days and over 90 days and of accounts sent for collections and customer accounts determined to be uncollectible; accounting services related to providing the Basic Customer Services, such as recordation of meter readings, meter book loading and editing and maintenance of customer records in electronic format; and tracking and logging of customer complaints, incbiding the nature of the complaint, to be reported in writing at a minimum monthly to Bell Gardens.
(xi) Operator will cooperate with Bell Gardens and its agents in connection with the exercise by Bell Gardens of its audit rights.
(xii) Operator will meet with representatives of City of Bell Gardens at the minimum of once a month or more frequently as needed or requested by the City. There shall be a meeting, at a minimum, of once a month to review activities and programs conducted since the prior meeting and to project pending activities.
) Operator will provide bi-monthly water consumption records and submit monthly water production or purchase records for each source of water to City.
(xiv) Operator shall deposit all monies collected as a result of water service billing collections under this Agreement into a City -designated bank account. All billings shill be sent by Operator by First Class U.S. Mail to every customer in an envelope with a payment return envelope. All payments received by Operator in connection therewith shall be deposited in the City bank account at the end of each business day. (xv) Operator will assist the City in filing and maintain a NPDES MS4 permit from the State Water Board.

2. Ordinary Services
As needed, Operator shall provide the following services designated as Ordinary Services:
(i) Where in operating the City Water System Operator becomes aware of the need for repair or replacement work, Operator will notify the Public

Works Director and provide a written estimate of costs of repair or replacement.
(ii) Operator will repair service connection leaks or other damages to services incbiding replacement of existing services including curb stop as authorized by the City.
(iii) Operator will repair facilities at the Water Well No. 1 Plant and at the MWD Connection, CenB-31B.
(iv) Operator will perform such other system repair work as directed by the City.
(v) All repair work done in City street/alley rights -of -way shall be done under a no -fee City Excavation Permit to standards of the City and inspection by the City. The existing street improvements shall be restored per City requirements.
(vi)
All Ordinary Service work is to be performed by Operator and/or others under the direction of Operator. All others shall be State of California - licensed contractors licensed to perform said work under the heading of Ordinary Services and shall be noticed to the City's Public Works Department Construction Inspector in advance, if possible. If the work is of an emergency nature, the City shall be notified and a City Excavation Permit taken out at the earliest time thereafter. (vii) At the beginning of each year of the Contract, Operator shall provide the City a rate schedule for personnel and equipment that shall be used in the event that Ordinary Services are required. Such rate schedule shall be reasonable and mutually agreed upon by both parties no less than sixty (60) days prior to the commencement of the next term year. Upon completion of an item of such Services work, Operator will provide a written detailed statement of work done, listing personnel, equipment, and materials used. At the end of each month, a Billing Statement is to be rendered to the City for the cost of such Services performed by date, time, and location, including copies of any statements of material used and of any equipment rented. Operator may add to the reasonable basic cost of all materials purchased or equipment rented an amount not to exceed 15% for operator supervision. Otherwise, the costs on a time basis ch fl11 be the previously submitted information of personnel and pay rates by Operator to the City and approved by the City. All bills rendered to the City shall indicate that the costs thereon have been paid by Operator.
(viii) Operator will test water meters as requested by the City. (ix) Operator will replace or repair water meters as requested by the City.

(x) Operator hereby agrees to provide such Ordinary Services and collectively with the Basic Customer Services, as may be mutually agreed in writing by Operator and the City of Bell Gardens, including, without limitation, services that might be required by City of Bell Gardens, such as water main repairs and installations, service line repairs and installations, hydrant repairs and installations, meter replacement, preparation of purchase orders for repairs and capital improvements, and obtaining all permits and making all filings required in connection with providing the Ordinary Services.

3. Right to Use and Access
(i)
(u)

4. Audit Rights
Bell Gardens hereby grants to Operator and its authorized agents and representatives during the term of this Contract Agreement the right to use, and to have access to, all of the assets of the Be11 Gardens Water System currently used in connection with providing the Services, including, without limitation, the water system and all books and records related thereto. Operator shall have the right to make and retain copies of such books and records during the term of this Contract Agreement, but shall be required to return all such copies within 30 days of the expiration or earlier termination of this Agreement.

Bell Gardens further agrees to provide Operator and its authorized agents and representatives during the term of this Contract Agreement access to employees and agents of Bell Gardens having information relating to the Services and to cooperate with the Operator and its authorized agents and representatives in obtaining any information reasonably necessary for providing the Services during the term of this Agreement.

Bell Gardens and/or its agents shall have the right to audit all records maintained by Operator in connection with providing the Services hereunder at any time during normal business hours upon reasonable notice. Bell Gardena agrees to use all reasonable efforts to conduct any such audit in such a manner as to minimize interference with the performance by the Operator of the Services. All such records shall be maintained by the Operator on behalf of Bell Gardens for a period of at least two (2) years.

5. Cooperation with Be11 Gardens
Operator hereby agrees to meet at least monthly with representatives of Bell Gardens,

and at such additional times as Bell Gardens may reasonably request, to discuss any matters or concerns that may exist with respect to the water system or the Services provided by the Operator hereunder.

6. Emergency Repairs
In the event of any emergency, as reasonably determined by Operator, Operator shall have the unqualified right, immediately and without prior written notice to Bell Gardens, to undertake such minimum repairs and replacement as is necessary in the reasonable opinion of Operator to eliminate any danger to the public's health, safety, or welfare. Operator shall promptly notify Bell Gardens of any such emergencies occurring during normal business hours and, if occurring during non -business hours, to the extent reasonably practicable, before 9:00 a.m. on the next business day.

7. Notification of Need to Make Repairs or Capital Improvements Operator shall prepare, on an annual basis, a list of recommended repairs or capital improvements to the water system or recommendations in connection with providing the Services, other than routine field work included in Basic Customer Services or emergency repairs made by Operator. The recommendations shall include a description of the proposed repairs or capital improvements, the purpose of and need therefore and, if requested by Bell Gardens in writing, an estimate of the costs to make such repairs or capital improvements, including the costs of engineering, construction, and administration. Operator shall, at the written request of Bell Gardens, prepare a description of such repairs or capital improvements that may be required as a result of changes in law, changes in water quality, orders of any governmental entity or damage or destruction of any portion of the water system (other than due to the negligence or willful misconduct of Operator), and an estimate of the costs thereof, other than on an annual basis. If Operator determines in the course of providing the Services that any such repairs or capital improvements are immediately required, Operator shall notify Bell Gardens orally (confirmed by email or facsimile) or in writing of the nature of the needed repairs or capital improvements and shall at the written request of Bell Gardens prepare a written estimate of the costs thereof.

8. Compensation for Ordinary Services
(i) For the period commencing July 1.2020 and ending at June 30, 2025, the City shall compensate Operator for providing the Basic Customer Services the following amounts:
a. For the partial month of Date on the Effective Date
through date , the City shall compensate Operator
at the rate of $xxx.xx per day.
b. From July 1, 2020 through June 30, 2025 , the
City ahRll pay Operator $19,666.67 per month as compensation for providing the Basic Customer Services (Ordinary Services).

()
For the period commencing at July 1, 2020 and ending at June 30, 2024 ("Year 4"), and year 5 the City shall compensate Operator $19,666.67 per month ($236,000 per year) for providing the Basic Customer Services.

9. Compensation for Additional Ordinary Services
(i)
Operator will submit a detailed written invoice to the City for the completed water system work of each prior month by the 20th day of the following month in a form agreed upon by the City.
(ii) The City will review the invoice upon receipt. Upon conclusion of the invoice review and if, to the satisfaction of the City, all charges are acceptable and approved, the invoice will be processed for payment. It is typical that most invoices to the City are paid within 45 days of receipt, which is dependent on the basis that the City Council will meet two times per month. In the event that, upon its review, the City disputes any portion of a bill, the City will (a) reimburse to Operator all undisputed portions of said invoice within the approximate 45 -day time frame as detailed above, and (b) notify Operator in writing, within 15 business days of receipt of invoice, in sufficient detail to reply and address the City's concerns regarding each item and associated dollar value of any item in dispute.

City of Bell Gardens will pay to Operator, as described above, after receipt of an invoice therefor, with appropriate supporting documentation, the amount of the actual costs incurred by Operator during the preceding month for providing the Ordinary Additional Services equal to the sum of:
(a) the labor rates agreed to by the parties pursuant to herein for such Additional Services multiplied by the number of hours worked by each worker, to the nearest quarter hour, in each position during the preceding month, plus;
the actual out-of-pocket cost and markup of equipment,
materials, supplies, spare parts, expendables and consumables provided by Operator, postage, and other actual out-of-pocket costs incurred by Operator in connection with providing such Ordinary Additional Services, the costs and markup of which shall be consistent with Paragraph iii(a) above.
(b)

10. Purchases and Payments by Bell Gardens
Bell Gardens shall be responsible for.

(iv) Purchasing or otherwise obtaining imported water supplies from the local wholesaler of the Metropolitan Water District of Southern California, the Central Basin Municipal Water District, electrical power from Southern California Edison Company, chemicals to be used in connection with the operation and maintenance of the water system and the delivery of water to Customers,
(v) Permits required to operate and maintain the water system and to provide the Services,
(vi) Pumping assessments of the Water Replenishment District of Southern California for pumping ground water from the Central Groundwater Basin,
(vii) Pumping assessments levied by the Central Basin Water Master, (viii) All costs of testing of water quality samples collected by the Operator, and the testing being done by a State of California Water Board Department Certified Laboratory.

11. Term
The term of this Agreement shall be from the Effective Date, to and including June 30.2025 . Bell Gardens shall notify Operator
of its intent to commence negotiations to renew this Agreement no later than January 1, 2025

12. Standard of Care
Operator represents, acknowledges and agrees as follows:
(i) Operator shall perform all work skillfully, competently and to the highest standards applicable to the Operator's field;
(ii) Operator represents and maintains that it is skilled in the professional calling necessary to perform the Services;
(iii)Operator shall perform all work in a manner reasonably satisfactory to the City; (iv)Operator shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.).

Operator's compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the Federal Department of Housing and Urbanization;
(v) Operator understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;

(vi)All of Operator's employees and agents (including but not limited to Operator's subContractors and subconsultants) possess sufficient skill, knowledge, training and experience to perform those services and tasks contemplated under this Agreement (vii) All of Operator's employees and agents (including but not limited to Operator's subContractor and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement and
(viii) Operator shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the City to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material ghall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the City's authorized representative. The quality of Services shall meet or exceed those standards established by the City or County of jurisdiction. (ix)The Parties acknowledge and agree that Operator shall perform, at Operator's own cost and expense and without any reimbursement from City, any services or tasks necessary to correct any errors or omissions caused by Operator's failure to comply with the standard of care set forth under this Section or by any like failure on the part of Operator's employees, agents, Operators, subContractor and subconsultants. Such effort by Operator to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the City Representative in writing and absolute discretion. The Parties acknowledge and agree that Operator's acceptance of any work performed by Operator or on Operator's behalf shall not constitute a release of any deficiency or delay in performance. The Parties flrrther acknowledge, understand and agree that Operator has relied upon the foregoing representations of Operator, including but not limited to the representation that Operator possesses the skills, training, knowledge and experience necessary to perform the Work in a skillful and competent manner equivalent to, the standard of performance generally recognized as being employed by professionals performing the same type of work and services in the State of Califomia.

13. Operator's Personnel
(i) Operator represents that it has, or will secure at its own expense, all personnel required to perform the Work and all other services and tasks necessary for Operator to competently and timely complete the improvements contemplated under this Agreement. All work, services and tasks will be performed under Operator's supervision, and Operator's personnel engaged in the performance

of the Work, services and tasks contemplated under this Agreement shall possess the qualifications, permits and licenses required by applicable law to perform such work, services and tasks.
(ii) Operator shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Work. Operator shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Operator's performance of the Work, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder.
(i)Operator shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Work.
(iv)In the event that City, in its sole reasonable discretion, at any time during the Term of this Agreement, desires the removal of any person or persons assigned by Operator to perform services pursuant to this Agreement, Operator shall remove any such person immediately upon receiving notice from City of the desire of City for the removal of such person or persons.
(v) Operator shall be responsible for payment of all employees' and subconsultants' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. (vi)Operator shall obtain and maintain during the Agreement Term all necessary licenses, permits and certificates required by law for the performance of the Work contemplated under this Agreement.

14. Independent Contractor
(i) All acts of Operator, its agents, officers, subContractors and employees and all others acting on behalf of Contractor relating to the performance of this Agreement, shall be performed as independent Contractors and not as agents, officers, or employees of City. Contractor, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Contractor has no authority or responsibility to exercise any rights or power vested in City. No agent, officer, or employee of City is to be considered an employee of Contractor. It is understood by both Contractor and City that this Agreement shall not, under any circumstances, be construed or considered to create an employer -employee relationship or a joint venture. (ii) Operator, its agents, officers, subContractors and employees are and, at all times during the Term of this Agreement, shall represent and conduct themselves as independent Contractors and not as employees of City.
(iii)Operator shall determine the method, details and means of performing the Work.

Operator shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be

subjected to City's control with respect to the physical action or activities of the Operator in fulfillment of this Agreement. Operator has control over the manner and means of performing the services under this Agreement. Operator is permitted to provide services to others during the same period as it provides services to City under this Agreement. If necessary, Operator has the responsibility for employing other persons or firms to assist Operator in fulfilling the terms and obligations under this Agreement.
(iv)If in the performance of this Agreement any third persons are employed by Operator, such persons shall be entirely and exclusively under the direction, supervision, and control of Operator. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Operator. (v) It is understood and agreed that as an independent Contractor and not an employee of City. neither the Operator nor Operator's assigned personnel shall have any entitlement as a City employee, right to act on behalf of City in any capacity whatsoever as an agent, or to bind City to any obligation whatsoever. (vi)As an independent Contractor, Operator hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer -employee relationship exists by reason of this Agreement.

15. Conflict of Interest
(i) Operator hereby warrants for itself, its employees, and subContractor that those persons presently have no interest and shall not obtain any interest, direct or indirect, which would conflict in any manuer with the performance of the services contemplated by this Agreement. No person having such conflicting interest shall be employed by or associated with Operator in connection with this project. Operator hereby warrants for itself, its employees, and subContractor that no such person shall engage m any conduct which would constitute a conflict of interest under any City ordinance, state law or federal statute. Operator agrees that a clause substantially similar to this Section shall be incorporated into any sub -contract that Operator executes in connection with the performance of this Agreement

16. Non -Discrimination
(i) During the performance of this Agreement, Operator and its subContractor shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40) or set. Operator and subContractor shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. Operator and subContractor shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, Section 12990 et seq.) and the applicable regulations promulgated hereunder (California Code of Regulations, Title 2,

Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. Operator and its subContractor 41811 give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. This Operator shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform the Work under this Agreement.

17. Indemnification
(i) To the fullest extent permitted by law, Operator hereby agrees, at its sole cost and expense, to defend, protect, indemnify, and hold harmless City and City's elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, and assigns (collectively "Indemnitees") from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively "Liabilities"), arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to any act, failure to act, error, or omission of Operator or any of Operator's officers, agents, servants, employees, subContractor, materialmen, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to this Agreement and the performance or failure to perform any term, provision, covenant, or condition of the Agreement, including this indemnity provision.

This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive negligence by Operator and shalt operate to fully indemnify Indemnitees against any such negligence. This indemnity provision shall survive the termination of the Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law or elsewhere under this Agreement. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against any one or more of the Indemnitees shall be conclusive in favor of the Indemnitees' right to recover under this indemnity provision. Operator shall pay Indemnitees for any attorney's fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, notlylrg in this instrument shall be construed to encompass (a) Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code § 2782(a), or (b) the contracting public agency's active negligence to the limited extent that the underlying Agreement is subject to Civil Code § 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverage(s) which may have been required under the Agreement or any additional insured endorsements which may extend to Indemnitees. Accountants, attorneys, or other professionals employed by Indemnitor to defend Indemnitees shall be selected by Indemnitees. Operator, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf

of the Indemnitor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees.
(ii) Operator's obligations under this or any other provision of this Agreement will not be limited by the provisions of any workers compensation act or similar act. Operator expressly waives its statutory immunity under such statutes or laws as to the Indemnities.
(iii)Operator agrees to obtain executed indemnity agreements with provisions identical to those in this Section from each and every subContractor or any other person or entity involved by, for, with or on behalf of Operator in the performance of this Agreement.

In the event Operator fails to obtain such indemnity obligations for the benefit of City, Operator agrees to be fully responsible and indemnify, hold harmless and defend City, its officers, agents, employees and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged, intentional, reckless, negligent or otherwise wrongful acts, errors or omissions of Operator or any of its officers, employees, servants, agents, subContracotr, volunteers or any other person or entity involved by, for, with or on behalf of Operator in the performance of this Agreement. Such costs and expenses shall include reasonable attomeys' fees incurred by counsel of City's choice.
(iv)City does not, and shall not; waive any rights that it may possess against Operator because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense. Operator agrees that Operator's covenant under this Section shall survive the termination of this Agreement.
(v) Operator shall fully comply with the workers' compensation laws regarding Operator and Operator's employees. Operator further agrees to indemnify and hold City harmless from any failure of Operator to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any fees due to Operator under this Agreement any amount due to City from Operator as a result of Operator's failure to promptly pay to City any reimbursement or indemnification arising under this Section.

18. Liability Insurance.
(i) Operator shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(a) Commercial General Liability Insurance with minimum limits of One Million Dollars ($1,000,000) for each occurrence and in the aggregate for any personal injury, death, loss or damage.

(b) Automobile Liability Insurance for any owned, non -owned or hired vehicle used in connection with the performance of this Agreement with minimum limits of One Million Dollars ($1,000,000) per accident for bodily injury and property damage. (c) Worker's Compensation insurance as required by the State of California. (ii) Operator shall require each of its sub -consultants or subContractor to maintain insurance coverage that meets all of the requirements of this Agreement. (iii)The policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:Vli in the latest edition of Best's Insurance Guide.
(iv)Operator agrees that if it does not keep the insurance required in this Agreement in full force and effect, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Operator's expense, the premium thereon.
(v) Prior to commencement of Work under this Agreement, Operator shall file with City's Risk Manager a certificate or certificates of insurance showing that the insurance policies are in effect and satisfy the required amounts and specifications required pursuant to this Agreement.
(vi)Operator shall provide proof that policies of insurance expiring during the Term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages.
(vii) The general liability and automobile policies of insurance shall contain an endorsement naming City, its elected officials, officers, agents, employees, attorneys, servants, volunteers, successors and assigns as additional insureds. All of the policies shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days' prior written notice to City. Operator agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. (viti) All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self- insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
(ix)All insurance coverage provided pursuant to this Agreement shall not prohibit

Operator, and Operator's employees, agents, subContractor, or volunteers from waiving the right of subrogation prior to a loss. Operator hereby waives all rights of subrogation against City, its officials, officers, employees, agents and volunteers. (x) Any deductibles or self -insured retentions must be approved by City. At the option of City, Operator shall either reduce or eliminate the deductibles or self- insured retentions with respect to City, or Operator shall procure a bond guaranteeing payment of losses and expenses.
(xi)If Operator is a Limited Liability Company, general liability coverage must be amended so that the Limited Liability Company and its managers, affiliates, employees, agents, and other persons necessary or incidental to its operation are insureds.
(xii) Procurement of insurance by Operator shall not be construed as a limitation of Operator's liability or as full performance of Operator's duties to indemnify, hold harmless and defend under Section 19 of this Agreement. (xiii) In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Operator or City will withhold amounts sufficient to pay premium from Operator payments. In the alternative, City may cancel this Agreement effective upon notice.
(xiv) City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

19. Obligations of Bell Gardens
Except as otherwise agreed upon by the parties in writing, Bell Gardens shall be responsible for taking all actions that may be reasonably necessary, and for payment of any applicable costs and expenses in connection therewith, with respect to:
(i) any changes in law affecting the Services to be provided by Operator hereunder,
any requirement of law or any governmental entity to improve or change the quality of water delivered to customers or for the deterioration in the quality of ground water and purchased water used in providing the Services,
any repairs or replacements necessary to restore the water system to substantially the same condition as existed prior to any damage or destruction thereto (except to the extent due to the negligence or willful ()

misconduct of Operator), plus any upgrades that may be required by applicable law,
(iv) any capital improvements or repairs, other than Basic Customer Services, any Additional Services agreed to be provided by Operator hereunder, or any emergency repairs required to be made by Operator for Operator to provide the Services in compliance with all provisions of applicable law, and
(v) any other matters related to the operation and maintenance of the water system and delivery of water to Customers, other than the Services.

20. Events of Default
Unless caused by, or due to the inaction of, the other party or excused or justified by an Uncontrollable Circumstance, the failure of a party to perform in a timely manner in any material respect any obligation to be performed by it hereunder shall constitute an Event of Default if such failure cannot be cured or if such failure can be cured and remains uncured for thirty (30) days after notice from the non -defaulting party to the defaulting party to cure such failure (or within such longer period of time as is necessary to remedy such failure so long as the defaulting party immediately initiates and diligently pursues appropriate measures to remedy such failure); provided that the thirty (30) day notice period with opportunity to cure shall not be required in the event of persistent and repeated failures to perform; provided further that it shall not be an Event of Default if a bona fide dispute exists with respect to whether there has been any such failure to perform in a timely manner in any material respect, unless that matter has been submitted to dispute resolution but not resolved within ninety (90) days (as extended by mutual agreement of the parties). In addition to the foregoing, the failure of Bell Gardens to pay any amounts due to Operator hereunder when due or to give Operator access to the water system, the books and records in its possession relating to the provision of the Services or to its employees shall constitute an Event of Default. Likewise, the failure of Operator or its employees to act with good intentions and pursuant to standards of the maintenance and operation of a publicly owned water system of the size and level of service with reasonable standards of service shall constitute an Event of Default.

21. Remedies
This Agreement may be terminated by the non -defaulting party upon ninety (90) days' prior written notice to the defaulting party if an Event of Default has occurred and is continuing. Each party may exercise all legally available remedies with respect to an Event of Default by the other party, subject to each party's obligation to cooperate in resolving disputes.

22. Uncontrollable Circumstances
a. In the event that either party is rendered wholly or partly unable to perform its obligations hereunder as a result of an Uncontrollable Circumstance, that party shall be excused from whatever performance is affected by the Uncontrollable Circumstance to the extent so affected;

provided that (a) the nonperforming party promptly after the occurrence of the Uncontrollable Circumstance (or becoming aware of the adverse impact of any Uncontrollable Circumstance), gives the other party notice describing the particulars of the occurrence, (b) the suspension of performance is of no greater scope and of no longer duration than is required by the Uncontrollable Circumstance, (c) the nonperforming party uses its best efforts to remedy its inability to perform, and (d) when the nonperforming party is able to resume performance of its obligations hereunder, that party gives the other party written notice of such resumption.
b. The parties agree in good faith to amend this Agreement in order to equitably change the obligations of the parties hereunder in a manner that will facilitate the continued provision of the Services by Operator in the event that an Uncontrollable Circumstance has or may reasonably be expected to have a material adverse effect on the rights and obligations of either party hereunder or the provision of Services by the Operator and cannot be corrected for a period of more than ninety (90) days. In the event that the parties cannot reach agreement on any such amendment, the matter shall be submitted to dispute resolution process set forth herein, this Agreement may be terminated by either party, subject to the right of the other party to pursue all legally available remedies in the event that a court of competent jurisdiction determines that the early termination of this Agreement by such party was improper. c. For the purposes of this Agreement, the term "Uncontrollable Circumstance" shall mean any act or event that has had or may reasonably be expected to have a substantial or material effect on (a) the rights or obligations of the parties to make payments as provided herein when due, or (b) the provision of Services, if such act or event is beyond the reasonable control or responsibility of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under this Agreement and which such party has been unable to overcome by the exercise of due diligence, inclnding, without limitation, (c) any act of God, natural disaster, war, civil disturbance, or similar occurrence; (d) any order of any governmental entity, if such order is not also the result of negligent or willful action or failure to act by the party relying thereon; (e) suspension, termination, interruption, denial, failure to issue, or failure of renewal of any permit essential to providing the Services, if such act or event is not also the result of a negligent or willful act or failure to act by the party relying thereon; (f) the failure of any appropriate governmental entity or public or private utility having operational jurisdiction in the area to provide water to the water system or to maintain and assure the maintenance of all utilities; (g) a change in law; (h) a strike against either party or a contractor or supplier thereof; or (i) plague, epidemic, pandemic, outbreaks of infectious disease,

or any other public health crisis, including quarantine or other employee restrictions.

23. Resolution of Disputes
Each party shall continue to perform its obligations hereunder pending resolution of any dispute. The parties agree to cooperate and use all reasonable efforts pursuant to the terms of this Agreement to facilitate the provision of the Services by Operator hereunder. Accordingly, the parties agree in good faith to undertake the resolution of disputes in an equitable and timely manner, provided that, if any matter is not resolved within ninety (90) days (as extended by mutual agreement of the parties), such dispute shell be mediated before one or more mediators mutually acceptable to both parties.

The cost of mediation will be allocated as part of the resolution in mediation, but, absent such resolution, shall be paid equally by the parties.

24. Attorneys' Fees
Should either party hereto bring suit to enforce any provision or provisions hereof, or assert any provision or provisions hereof in defense of a suit brought by the other party and prevail therein, or should any litigation be commenced between the parties concerning this or involving this Agreement, then the prevailing party shall be entitled to recover from the other party its attorneys' fees as are fixed by the court.

25. Assignment
Except in the case of a sale of all or substantially all of the assets of Operator, a merger, consolidation, or transfer of 50% or more of the stock of Operator, Operator shall not assign this Agreement in whole or in part to any person or persons without obtaining the prior written consent of Bell Gardens to do so, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Operator may assign this Agreement to a subsidiary or affiliate without obtaining the consent of Bell Gardens if, immediately after such assignment, the services will continue to be performed by personnel comparable to those who performed the services hereunder on behalf of Operator. Operator shall promptly notify Bell Gardens of any assignment permitted hereunder. Each and all of the covenants and conditions of this Agreement shall be binding on and shall inure to the benefit of the respective parties.

26. Termination of Agreement
Termination for Convenience. City may immediately terminate this Agreement for convenience, without cause and without penalty or liability at any time upon the issuance of written notice to Operator specifying the
effective date of such termination. Such termination for convenience shall be made in writing signed by either the City Representative, the City Manager or the Assistant City Manager. Operator may only terminate this Agreement for cause. (ii) Termination for Cause. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or tack set forth under this

Agreement), an event of default (hereinafter, "Event of Default") shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a "Default Notice") which shall specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default shall be cured, which shsll not be less than the applicable cure period set forth in this Section or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement. An Event of Default shall include, but shall not be limited to the following: (i) Operator's failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (ii) Operator's and/or its employees' disregard or violation of any federal, state, local law, rule, procedure or regulation; (iii) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to Operator, whether voluntary of involuntary, (iv) Operator's refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (v) City's discovery that a statement representation or warranty by Operator relating to this Agreement is false or erroneous in any material respect, including any statement, representation or warranty set forth in the Equipment Specifications.
(a) Operator shall cure the following Events of Default within the following time periods:

1. Within three (3) business days of City's issuance of a Default Notice for any failure of Operator to timely provide City or City's employees or agents with any information and/or written reports, documentation or work product which Operator is obligated to provide to City or City's employees or agents under this Agreement.

Prior to the expiration of the 3 -day cure period, Operator may submit a written request for additional time to cure the Event of Default upon a showing that Operator has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 3- day cure period. The foregoing notwithstanding, City shall be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds seven (7) calendar days from the end of the initial 3 -day cure period; or

2. Within thirty (30) calendar days of City's issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 30 -day cure period, Operator may submit a written request for additional time to cure the Event of Default upon a showing that Operator has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 30 -day cure period. The foregoing notwithstanding, City shall be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds thirty (30) calendar days from the end of the initial 30 - day cure period.

If an Event of Default relates to a material falsehood or misrepresentation set forth in

Exhibit "C" that is not susceptible to a cure, City in its sole and absolute discretion may elect to treat the falsehood or misrepresentation as a breach of this Agreement or waive the falsehood or misrepresentation. The foregoing notwithstanding, the prior waiver of a falsehood or misrepresentation as an Event
of Default shall not operate as a waiver or any other falsehood or misrepresentation later discovered by City.
(b) Except as otherwise specified in this Agreement, City shall cure any Event of Default asserted by Operator within thirty (30) calendar days of Operator's issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 30 -clay cure period. Prior to the expiration of the 30 -day cure period, City may submit a written request for additional time to cure the Event of Default upon a showing that City has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 30 -day cure period. The foregoing notwithstanding, an Event of Default dealing with City's failure to timely pay any undisputed sums to Operator shall be cured by City within five (5) calendar days from the date of Operator's Default Notice to City. (c) City, in its sole and absolute discretion, may also immediately suspend Operator's performance under this Agreement (or the performance of any specific task or function performed by Operator under this Agreement) pending Operator's cure of any Event of Default by giving Operator written notice of City's intent to suspend Operator's performance (hereinafter, a "Suspension Notice"). City may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, Operator shall be compensated only for those services and tasks which have been rendered by Operator to the reasonable satisfaction of City up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of City shall operate to prohibit or otherwise restrict City's ability to suspend this Agreement as provided herein.
(d) No waiver of any Event of Default or breach under this Agreement shall constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. (e) The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies
available to City at law or under this Agreement in the event of any breach of this Agreement, City, in its sole and absolute discretion, may also pursue any one or more of the following remedies:

1. Upon written notice to Operator, the City may immediately terminate this Agreement in whole or in part;

2. Upon written notice to Operator, the City may extend the time of performance;

3. The City may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for Operator's breach of the Agreement or to terminate the Agreement; or

4. The City may exercise any other available and lawful right or remedy.

5. Operator shall be liable for all legal fees plus other costs and expenses that City incurs upon a breach of this Agreement or in the City's exercise of its remedies under this Agreement.
(f) In the event City is in breach of this Agreement, Operator's sole remedy shall be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to Operator under this Agreement for completed services and tasks. In no event shall Operator be entitled to receive more than the amount that would be paid to Operator for the full performance of the services required by this Agreement.
(g) No waiver of any default or breach under this Agreement shall constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

27. Am7.ual Review of Services
Annually, at the initiation of either party, the parties shall meet and confer regarding terms and conditions of this Agreement.

28. Notices
Any notice hereunder shall be deemed sufficient if given by one party to the other in writing and either delivered in person, transmitted by telecopy or other telecommunications mechanism, or deposited in the United States mail in a sealed envelope, certified and with postage and postal charges prepaid, and addressed as follows:

If to Operator:

Liberty Utilities (Park Water) Corp.
9750 Washburn Road
Downey, CA 90241
Telephone: (800) 757-5987
Email: [email protected]
If to Bell Gardens: Chau Vu or her successor
Director of Public Works
8327 South Garfield Avenue
Bell Gardens, CA 90201
Telephone: (562) 806-7770
Fax: (562) 806-7789
Email: [email protected]
or to such other address or person as either party shall have last designated by such notice to the other party. The effective date of such notice shall be the earlier of the

date of actual receipt or three days following deposit in the United States mail.

29. Entire Agreement
This Contract Agreement and the enclosures hereto and exhibits identified herein contain the entire agreement between the parties with respect to the subject matter hereof, and any agreements or representations respecting the subject matter hereof or the duties of either partying relation thereto, which agreements and representations are not expressly set forth in this Agreement, are null and void. The parties hereto represent and warrant, each to the other, that they have relied on no statements, representations, or agreements by or with the other, or agents thereof, other than as contained herein.

30. Amendments: Waivers
This Contract Agreement may be amended only by an agreement in writing between Bell Gardens and Operator. No waiver of any provision of, nor any consent to any exception to the terms of this Contract Agreement, shall be effective unless in writing and signed by the party to be bound and then only for the specific purpose, extent, and instance so provided.

31. Waiver
No failure on the part of any party to exercise or any delay in exercising any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right.

32. Counterparts
This Contract Agreement may be executed by facsimile signature and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

33. Severability
Any provision of this Contract Agreement that shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof and such other provision shall remain in full force and effect, provided that the essential terms and conditions of this Contract Agreement for both parties remain valid, binding, and enforceable. To the extent permitted by applicable law, Bell Gardens and the Operator, to the same extent, waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

THE CITY:

CITY OF BEL
Approv
F
City Attorney
Notary bli

Liberty Utilities (Park Water) Corp.

May 28, 2020

Table of Contents
I. COVER LETTER.

TECHNICAL PROPOSAL
1pany Overview
Liberty Operations
Contract Operations Qualifications
Project Understanding
Project Approach
Project Work Plan
Project Organization Structure & Staffing Plan
Project Options

FEE PROPOSAL
Proposed Annual Service Fee
Projected Annual Service Fee Savings from Project Option 1-3 Extraordinary Services
Billing Rates Schedule
2 Confidential

Section I
U belly
Utilities

COVER LETTER
Confidential

u
Ms. Chau Vu
Director of Public Works
City of Bell Gardens
8327 Garfield Avenue
Bell Gardens, CA 90201
Subject: Proposal for Maintenance and Operation of the City of Bell Gardens Water System
Dear Ms. Vu:

Liberty Utilities (Park Water) Corp. ("Liberty" or the "Company") appreciates the opportunity to submit our response to the City of Bell Gardens' ("City") Request for Bids for the Maintenance and Operation of the City Owned Water System ("RFP"). The proposal presented herein demonstrates Liberty's qualifications and approach to perform the services outlined in the RFP and expresses our commitment to provide safe and reliable water service to the Bell Gardens community.

Liberty has a long and successful history of providing potable water and recycled water services to communities in the Southeast Los Angeles area. The Company knows the City's water system ("City System") well —having owned and operated the City System until it was sold to the City in 1991 —and is excited about the opportunity to serve Bell Gardens residents and businesses again.

The Proposal presented herein details why Liberty is the best firm with a proven solution to continue to deliver the greatest value to the City and the local community, The Company is committed to continue to be the City's business partner and build on the relationships, transparency and trust demonstrated over the past five years. Summarized below are the key reasons for selecting Liberty.
• Uninterrupted Quality Service. Since February of 2015, Liberty has demonstrated quality, reliable and proven ability to ensure excellent service for the City of Bell Gardens.

Liberty has the developed a deep understanding of the needs of the City System operations. If selected to continue our business partnership, Liberty will continue` to provide excellent customer care from our local office, which your residents have become familiar as an accessible and dependable location to visit for all of their needs. • Customer Focus. The Company is committed to delivering best -in -class customer service, including providing City customers multiple payment options, phone and on-line access to account information, and the ability to speak with a Liberty representative 24/7. • Integrated Project Team. Liberty has formed a single integrated team of local managers and staff that will be responsible for both the transition and operations phases of the project. This team has an extensive history of working together and is committed to delivering a successful project.
• Proven and Effective Work Plan. Building on the Company's extensive operations expertise and experience in Southeast Los Angeles area, Liberty has developed and ready to implement a proven and effective project work plan. This work plan will ensure full compliance with laws and regulations and incorporate industry best practices. • Unparalleled Water Utility Expertise. Liberty has over seventy-five years of experience in water utility management, operations, and maintenance. Our team is professionally trained and possesses all the required qualifications and certifications to deliver exceptional and reliable water service to the City and City customers. Moreover, the City will be able to draw upon Liberty's utility and business expertise to assist in meeting current and future challenges.
4 Confidential

LEbelreyy
EJ't�tEN¢rs
• Creative Value Adding Project Options. Liberty's proposal offers a number of project options for consideration by the City, These project options will provide immediate and long-term value to the City and City customers, improve operational reliability and efficiency, and promote best industry practices.

Liberty hereby provides a proposal guarantee equal to 10% of Liberty's total bid a mount if Liberty is awarded the contract and fails to execute the contract and provide the required insurance documents set forth in those documents.

Further, Liberty hereby discloses to the best of its knowledge that none of its officers or employees maintain a personal, professional or financial relationship with officer or employee of the City.

Again, Liberty is excited about this opportunity to provide water service to the City and support the City in addressing the City System's current and future challenges. Thank you for your consideration, and please contact Frank Heldman if you need additional information or clarification.

Sincerely,
Chris Alario, PhD.

President, California
Water System Corporate Contact
Frank M. Heldman, MAOL
Director, Operations
Water System Project Manager
Confidential

Section II

TECHNICAL PAS
6 Confidential

Company Overview
Liberty Utilities (Park Water) Corp. ("Liberty" or the "Company") is a public water utility regulated by the California Public Utilities Commission ("CPUC") and the State Water Resources Control Board ("SWRCB").

Liberty was formed and incorporated in the State of California as a public water system in 1937 and has been providing water services in the Southern Los Angeles County region for over 80 years. Three non-contiguous public water systems currently comprise Liberty's operations—Compton/Willowbrook, Lynwood/Rancho Dominguez, and Bellflower/Norwalk— and collectively serve 29,400 connections along the east/west Interstate 105 corridor ("Liberty System").

Figure 1: Utility Statistics for Liberty System
Population
Size (square mites)
Total Connections
Mlles of Main
Average Age of Pipelines (years)
Operating Wells (excluding standby wells)
Interconnections
Production Capacity (GPM)
Storage Capacity
Hydrants
Valves
1 31 ,000
ll
29,400
260
52 8
16 41,386
2,6
1,800
4,900
Liberty manages and operates its three water systems as a single integrated operations from its Downey headquarters and operations yard,
Liberty also owns and operates two other public water systems in California. Acquired in 1987, the Apple Valley Water System began providing water service in 1945 and currently serves 20,600 connections in and around the Town of Apple Valley in San Bernardino County.

The service territory is 51 square miles with a population of 61,700 people. Apple Valley serves approximately 80% of the population in this high desert, commuter, and retirement town. Acquired in June 2019, the La Canada Water System began providing water in 1962 and currently serves 700 connections to a portion of the City of La Canada Flintridge in Los Angeles County. The service territory is 0.8 square miles with a population of 2,200 people.

Liberty's parent company is Algonquin Power & Utilities Corp. ("APUC"). Through its two business groups, APUC owns and operates a diversified portfolio of North American rate - regulated electricity, natural gas, and water utility distribution businesses and non -regulated clean energy generation facilities. APUC trades on the Toronto Stock Exchange and the New York Stock Exchange under the symbol AQN.

Liberty is committed to community engagement and responsible corporate citizenship. The Company's local operations are very active in the community —providing annual contributions to a number of local community based organizations —and engage regularly with local elected officials, city administrators, and other key community stakeholders. As part of the Company's efforts on corporate responsibility, Liberty publishes an annual Sustainability Report, which highlights some of the many achievements in socially responsible practices across all of its business activities.

Liberty has maintained a successful Utility Supplier Diversity Program for the last fifteen years. Liberty has actively sought and successfully developed ongoing business relationships with talented minority- and women -owned businesses, as well as enterprises led by disabled 7 Confidential

veterans. Liberty continues to focus on expanding and strengthening the Company's relationships with diverse suppliers and increase its business with them.

Liberty Operations
Liberty's service territory in Southeast Los Angeles is divided into three separate water systems: Compton/Willowbrook (Compton West), Lynwood/Rancho Dominguez (Compton East) and Bellflower/Norwalk.

Figure 2: Liberty Service Territory
Liberty's customers are predominantly residential, representing 91% of total connections and 69% of revenue. The Company's commercial customers are highly diversified with no single customer exceeding 5% of total revenues.

Liberty's water supply is sourced through a combination of purchased imported water (15%), Central Basin groundwater (82%) and purchased recycled water (3%). The Company manages a diverse portfolio of Central Basin owned and leased water rights, including 1,000 acre-feet ("AF") of owned water rights, 5,000 AF of long-term leased water rights, and approximately 1,000 AF of annual leased water rights.

Liberty's operations are highly automated. Water production, treatment, distribution, and storage are monitored and controlled remotely through a supervisory control and data acquisition system ('SCADA"). Pressure, flow, and disinfectant and fluoride concentrations are monitored constantly through SCADA. If levels fall outside of normal operating ranges, alarms are sent to Liberty's communications center and, after normal business hours, directly to on -call operations personnel. SCADA also controls flow at certain well and reservoir sites.

Liberty has converted its customer meters to Automatic Meter Reading ("AMR") and will be migrating all customer meters to Advanced Meter Infrastructure ("AMI") over the next several years.

Contract Operations Qualifications
Liberty has been providing commercial operations and maintenance services in the Southeast Los Angeles area for over 25 years, using Liberty's experienced and certified personnel, communication systems, vehicles, equipment, and facilities to provide a range of utility management, operations, and maintenance services.

Liberty successfully completed multiple operations and maintenance contracts with Central Basin Municipal Water District from 1992 to 2017, serving as the contract operator of the 8 Confidential

Century Recycled Water System and Rio Hondo Recycled Water System located in the East Los Angeles County area.

Project Understanding
The City has issued an RFP with the intent to retain a qualified and experienced contractor to operate and maintain the City's Water System ("City System") for a period of five years.

The City System serves 1,650 metered and primarily residential customers, approximately 30% of the northerly area of the City. The City System also serves a small number of commercial and Industrial customers, the City HaII, the Police Station, the County Fire Station, and the Library.

The City System has two primary sources of water. The first is Well No. 1 (drilled in 1996), which is equipped with a variable speed pump and a maximum production capacity of 3,000 gallons per minute. The second is a Metropolitan Water District of Southem California Imported water connection, which has a production capacity of 7.5 cubic feet per second. The imported water connection also has the capacity to serve as a backup source of supply to Well No. 1.

The City System has another inactive water source, Well No. 3F, which has been out of service since 1997. To reduce its imported water purchases, the City is considering using an interest - free loan from the Water Replenishment District to bring Well No. 3F back into service by installing wellhead treatment for manganese.

The City owns 1,941 acre-feet of adjudicated pumping rights in the Central Basin aquifer. In 2013, Well No. 1 and the imported water connection delivered a combined 1,228 AF of water, 248 acre-feet of which was purchased imported water that was needed to meet system pressure requirements.

The City owns approximately 13 miles of distribution system pipelines, ranging in diameter from 4 inch to 14 inch. While the City has replaced several water mains since 1992, most of the distribution system was installed in the 1940s. Approximately 40% of the distribution system is cast iron with the balance consisting of asbestos cement (25%), PVC (13%), and ductile iron (22%). The RFP notes that the distribution system is generally leak -free.

Project Approach
As the incumbent operator, Liberty is committed to continuing to provide the professionalism, resources, and expertise that underpinned its successful operations of the City System over the last flve years and that will ensure Liberty's continued successful performance of the routine and ordinary operations and maintenance services ("Routine/Ordinary Operations and Maintenance Services") and additional services ("Extraordinary Services") outlined in the RFP for the next five years.

Moreover, Liberty will continue to bring the same high level of commitment and professionalism to the operations of the City System that underpin its successful utility operations in Southern California.

Project Work Plan
If selected, Liberty plans to continue to use its current project work plan for the City System.

This work plan has proven successful in delivering (I) timely and effective project performance and delivery of Routine/Ordinary Operations and Maintenance Services; (II) compliance with all laws and regulations, Industry standards, and the Company's system operations practices and procedures; and (Iii) timely response to all City requests for Extraordinary Services to address City System concerns or issues.

The Company will continue to use its Downey -based Liberty organization, staff, vehicles, equipment and facilities —supported by qualified and trusted subcontractors and utility vendors —to perform all Routine/Ordinary Operations and Maintenance Services and Extra Ordinary Services.
9 Confidential

Project Management
Frank Heldman, Liberty's Director of Operations, will serve as the Corporate Contact and the Company's primary liaison to the City. Mr. Heldman will be responsible for the Company's overall project performance and client satisfaction. To ensure that Liberty is meeting the City's expectations, Mr. Heldman will contact the City quarterly to review performance and discuss the City's concerns or issues.

James Elliott, Liberty's Chief Engineer, will serve as the Project Manager. Mr. Elliott will be responsible for the project's start-up and performance, project records, accounting and invoicing, and contract compliance. He will also prepare and submit to the City a Monthly Report on the City System operations in the format set forth in the RFP.

Figure 3; Management Team Overview
Frank
Heldman
Director,
Operations
Vanessa Water Quality
Lumley Specialist
Brett Supervisor,
Ommen Distribution
Operations
35 17
11 * SWRCB Water Distribution Operator
Grade 5
« SWRCB Water Treatment Operator
Grade 4
* Responsible for Water Distribution,
Field Services, and Production
groups.
• 10 years of experience in the public
sector working for municipal water
systems
« 24 years in the private sector
working for regulated utilities.
* SWRCB Water Treatment Operator
Grade 2
« SWRCB Water Distribution Operator
Grade 2
* CWEA Laboratory Analyst Grade 1
Certificate #1308218331
* Recycled, Agricultural and Raw
Water use Supervisor Certificate
#1039
« M.S. Chemical Engineering and B.S
Chemical Engineering
* Oversees the compliance program of
the California water systems. She is
the internal water quality subject
matter expert supporting the
operations and engineering
departments
* SWRCB Water Distribution Operator
Grade 5
* SWRCB Water Treatment Operator
Grade 2
* B.S. Business Management- Cal
State University Long Beach
* Coordinates the day -to- day work
activities of the Distribution
Department. This includes the
l0 Confidential

Gabriel Supervisor,
Gomez Production
Operations
Armando Supervisor, Field
Gonzalez Service Operations.
26 14
Paul Kim Cross Connection 30
Specialist
Amy Ellison Manager, Customer 30
Service
operation, repair, and system
maintenance of water mains,
services, and fire hydrants.
• SWRCB Water Distribution Operator
Grade 4
• SWRCB Water Treatment Operator
Grade 2
• AWWA Cross Connection Specialist
• Coordinates the day-to-day work
activities of the Production
Department, including the operation,
repair, and maintenance of domestic
water production facilities. A special
emphasis on preventive maintenance
programs for all the water treatment
facilities, storage reservoirs, booster
stations, water quality sampling.
• SWRCB Water Distribution Operator
Grade 4
• SWRCB Water Treatment Operator
Grade 2
• Coordinates the day-to-day work
activities of meter reading, field
customer service, transportation,
and warehouse. Other duties include
maintaining a meter -aging program
and meter testing.
• SWRCB Water Distribution Operator
Grade 4
• SWRCB Water Treatment Operator
Grade 2
• Responsible for executing cross.
connection control program for
potable water systems including
documenting that customers perform
annual cross connection device
testing. Other duties include site
inspections to determine presence of
potential cross -connection control
hazards„ Also coordinates the annual
and four-year recycled water
inspections.
• B.A. Business Administration, Cal
State Long Beach
• Responsible for leading the Customer
Service, Billing and Collections, and
Dispatch teams.
• She joined Liberty in 2012 and has
over 30 years of business and
customer service experience in the
water and telecommunications
11 Confidential

Esperanza Supervisor,
Castaneda Customer Service
Alison Vai Senior Manager, 14
Communications
Sarah Rae Manager,
Conservation
Sharon Director, Legal
Yang Services
4 16
industries, as well as a background
in municipal finance
• Responsible for all day to day
operations in the Customer Service
Department. In her current role she
oversees a staff of six Customer
Service Representatives.
• Her responsibilities include training,
system testing, and process
documentation and implementation.
• M.Ed. Non -Profit Leadership,
Belmont University
• B.S. Business Administration &
Marketing
• Responsible for Liberty's community
outreach efforts, building and
strengthening community
relationships, organizing volunteers
for Liberty Day events, public
relations, and managing website and
social media updates.
• B.A. Environmental Science and
Policy, California State University,
Long Beach
• AWWA Water Use Efficiency
Practitioner Grade 1
• Oversees development and
implementation of water use
efficiency programs for the
residential, commercial, institutional,
and industrial sectors. She is
responsible for program
management, outreach and
education, legislation, and reporting
to the State Water Resources Control
Board and California Public Utilities
Commission. She has an extensive
background in water conservation
and drought tolerant landscapes
• J.D., Georgetown University Law
Center
• A.B ., Harvard University
• Seasoned regulatory and commercial
litigator with extensive in- house
experience representing investor -
owned utilities before the California
Public Utilities Commission (CPUC)
and state and federal legislative
bodies. Ms. Yang has handled
numerous CPUC proceedings from
inception to implementation and has
12 Confidential

comprehensive knowledge about
CPUCirules of practice and procedure
Gabriel Gomez, Liberty's Operations Superintendent, will serve as the Project Superintendent and Chief Operator of the City System. Mr„ Gomez will be responsible for all operations and maintenance activities for the City System —including maintaining a City -approved safety and water system operations training program —and, above all, ensuring the delivery of high quality and reliable water service to City customers, He will also be responsible for water quality compliance activities and the cross -connection backflow prevention program.

Amy Ellison will manage and oversee the Bell Gardens Office. She will be responsible for supervising the Customer Service staff, communicating and working directly with City customers that may require special assistance, and ensuring timely and professional responses to all customer inquiries and requests.

Armando Gonzalez will supervise the Field Service personnel assigned to service calms and meter reading, He will also manage meter reading data for data upload to the Company's customer information system during the customer billing cycle.

Operations and Maintenance. Lorenzo Mendoza will serve as the Assistant Chief Operator for the City System and the Project Foreperson. Mr. Mendoza is bilingual and will be responsible for supervision and performance of the day-to-day operations and maintenance activities, ensuring at a minimum one field staff person on duty is bilingual, and maintaining a safe work environment,
Under the direction of the Project Foreperson, Liberty field operations personnel will operate, maintain, and monitor the City System, respond to all after-hours emergency calls twenty-four hours a day, 365 days a year, and perform the following operations and maintenance duties:
• Check operation of well(s) daily
• Check pumping levels and document operational parameters daily • Check chlorination system daily
• Check operation of MWD connection daily
• Perform minor facility and equipment repairs as needed • Maintain the grounds of the well and MWD connection sites as needed • Visually inspect all water main alignments bimonthly
• Operate and exercise' 150 system valves and 125 fire hydrant lateral valves annually • Respond to underground service alerts as needed
• Flush the City System as needed
• Respond to after-hours emergency calls as needed
• Repair and replace system facilities and equipment as needed (Extra Ordinary Services) Customer Service & Billing. Liberty will set up and maintain a Customer Service Office in the City System service area with local telephone number ("Bell Gardens Office"), staffed with qualified, bilingual customer service personnel Monday through Friday, 8:00 AM to 5:00 PM (except City holidays).

Erika Garcia will serve as the Project Customer Service Lead for the Bell Gardens Office. Ms.

Garcia is bilingual and will be responsible for supervision and performance of the day-to-day customer service activities, ensuring all customer service staff is bilingual and maintaining a safe work environment.

The Bell Gardens Office personnel will serve City customers during regular business hours and perform the following customer service duties:
• Respond to customer inquiries via telephone or in person and dispatch operations staff as needed to respond to customer inquiries or requests
Confidential

• Process customer payments
• Deposit receipts into the City's bank account daily
• Process customer applications to establish or terminate service • Maintain customer service and customer accounting records and customer communications log regarding billing and usage
The Bell Gardens Office personnel will also manage and pursue collections of delinquent customer accounts, performing the following duties:
• Collect delinquent customer payments and/or shut-off/lock-off service in accordance with City rules
• Process Delinquent Listing Report on 35th day of billing period and perform collection of delinquent customer payments as needed and In accordance with City Rules • Mail second bill (payable 10 days) for all delinquent customer accounts (35 days past due) • Coordinate with field service personnel for hand delivery of third and final bill (payable 7 days) for delinquent customer accounts (45 days past due) • Subject to City approval, coordinate with field service personnel to shut-off and lock -off service for delinquent customer accounts (52 days past due) Liberty's Field Service staff will perform the following meter reading and service call duties:
• Read 1,650 meters bimonthly
■ Upload meter read data into the Company's customer information system and bill customers bimonthly using third party vendor
• Replace non -working meters as -needed (extra ordinary service) • Turn -on, turn-off, and shut-off/lock services as needed ■ Respond to other customer service requests as -needed Customer Care. The Company prides itself on establishing an innovative and industry leading customer care program. As part of Liberty, City customers will have access to a range of exceptional customer care services in addition to the in -person services that will be offered at the Bell Gardens Office.

Liberty will provide City customers a number of automated services through its 24/7 Interactive Voice Recognition ("IVR") phone system, including access to their account information and account balances, bill payment and payment arrangement options, office hours and directions and conservation tips.

While City customers always will have the option of paying their bills in person at the Bell Gardens Office (cash, check or money order) or by mail, they will have access to several additional bill payment options as part of Liberty.

Figure 4: Additional Customer Payment Options
14 Confidential

Pay with cash at local pay stations located at 7- Pay over the phone using the Company's IVR 11 convenience stores in the City of Bell system with a credit or debit card, or electronic Gardens and throughout Southern California check
using the PayNearMe service.

Pay on-line through Park Water's website using Pay through Easy Pay service, which deducts a credit card or debit card, or electronic check the payment amount from customers' bank account automatically
One of the Company most innovative customer care services is the PayNearMe service, which will allow City customers to pay their bills in cash at any 7 -Eleven store in the country. All that is required to use this service is a PayNearMe PayCode, which is scanned by the store attendant to complete the payment process. Customers will &so receive a receipt confirming payment.

Figure 8 on the next page provides a map showing several 7 -Eleven stores conveniently located in or near Bell Gardens.

The Company offers several services for customer with special needs, including the following:
• Language Translation - Liberty will provide an interpreter, if needed, to answer questions by phone in languages other than English and Spanish.
• Large Print Bills - The Company will provide large print bills for visually impaired customers • Priority Customer Designation - Liberty will designate customers who depend on a kidney dialysis machine or other life sustaining equipment that require water a Priority Customer to ensure that the special water needs of these customers are met, • Third Party Notification - The Company will provide a copy of reminder notices and disconnect notices to the third party designated by the customer. It is a way of providing a friendly reminder that a bill is due to a third party. This service is particularly useful for elderly and disabled customers.
• TTY/I ID - Liberty provides a relay service operator for hearing impaired customers, Figure 8: PayNearMe Locations Map
Project Organizational Structure & Staffing Plan
15 Confidential

Liberty has designed the project's organizational structure to optimize the City System operations by leveraging the Company's extensive organizational capabilities, potable water experience and expertise, and its network of subcontractors and vendors.

Liberty's staffing plan will ensure that the Company will be able to maintain sufficient staffing levels of qualified personnel at all times to perform Routine/Ordinary Operations and Maintenance Services, respond 24/7 to after-hours emergency situations and perform Extraordinary Services as needed.

Figures 3 details Liberty's management team and operations staff —which comprises 40 employees —that will be responsible for the Bell Garden System. Figure 4 below is a sum table of Liberty's key management personnel.

Figure 5: Liberty Organization Chart
Cu
on
Customer
Service
(9)
Sr. Mann
Engineering
Frank Heldman
Director
Operations
Production
Field Service
(71
AEiso
Sr. M
omrs
n Val
anager
unleations
Figure 6: Liberty's Key Management Personnel
Environmental,
Safety & Health
(1)
Na.. me
Position
Experience
(Years)
Fra Heidrrn Lirector, Operations
Water Quality Specialist
perations supervisor„ Distribution
Operations Supervisor, Production
Operations Supervisor, Field Service
Cross Connection Specialist
anager, Custorrer Service
Esperanza Castaned'a Supervisor, Customer Service
Alison Val Senior Manager, Communications
Sarah Rae Manager, Conservation
Vanessa Lumley
Brett Ormen
Gabriel Go
Armando Gonz
Paul Kim
Awry Ellison
34 26
8 i4
4 16
Confidential

nk

Project Options
Liberty has developed a number of creative, value -adding project options for the City's consideration..

Option 1: Alternative Customer Service Office Location
As an alternative to the RFP requirement to establish a new customer service office in the City System's service area, Liberty proposes utilizing its existing customer service office located in the City of Downey ("Downey Office"). The Downey Office is a full -service customer service operation —capable of providing the same level of customer service to the City customers at a significantly lower expense —and is located approximately 4.8 miles from the City System's service area. In fact, City customers regularly traveled to the Company's Downey Office to conduct water business and pay bills prior to the City's acquisition in 1991.

The projected Annual Service Fee Savings in the first year of the contract is $77,000.

Liberty considers this project option a reasonable alternative given the Downey Office's close proximity to City System's service area and the enhanced customer care services offered by the Company, notably the PayNearMe service and other automated services and bill payment options described above.

Figure 7': Driving Route to Downey Dice Map
Option 2: Alternative Preventive Maintenance Cycle
As an alternative to the RFP requirement to operate system valves and fire hydrant lateral valves on annual basis, the Company proposes that the City consider utilizing a three-year cycle for valve turning. Liberty's preventive maintenance practice for its water systems is to utilize a three-year cycle to operate system valves and fire hydrant lateral valves. The three- year cycle is an industry best practice and has proven to be a very efficient and an effective approach to maintain these key system facilities. The projected Annual Service Fee Savings in the first year of the contract is $27,000.

Option 3: SCADA Utilization
The SCADA system installed during the last contract allows for 24/7 remote access and monitoring. Liberty recommends continuing to utilize this improvement to the City System to monitor the system four of the seven days per week remotely. Liberty will monitor Well No, 1 and the MWD Connection sites to its existing SCADA network. This allows Liberty staff to monitor remotely both of these sites on a 24 -hour basis and provide an alarm system for 17 Confidential

problems at the sites related to abnormal system pressure, pumping failure, etc. Moreover, SCADA allows the Company to reduce the number of weekly site visits from seven to three on average. Liberty has demonstrated that this approach is proven and successful under the current contract, providing annual costs savings to the City. Liberty recommends continuing with this proven and efficient alternative to allow the City to continue to recognize annual cost savings. The projected Annual Service Fee Savings In the first year of the contract Is $23, 000.

Option 4: Additional Utility Operations Services
Liberty possesses the experience, qualifications, and capabilities to provide a range of additional utility operations services to the City including but not limited to the following:
• Water operations best practice and system and water supply optimization strategies • Water conservation programs
• Billing and collection best practices to maximize revenue collection • Rate design and stabilization strategies, including design of a subsidy program for low - Income customers
Option 5: Asset Management Services
A major component of Liberty's business strategy is to address the capital needs of its aging water systems by becoming a more efficient and effective asset manager. Installed between the 1950s and 1970s, large portions of Liberty's utility infrastructure in California — particularly the distribution systems —require an on -going rehabilitation and replacement program. With Its enhanced asset management capabilities, the Company has been able to expand significantly its capital investment over the last decade. Liberty has the capabilities and expertise to provide the City a range of asset management services, from multi -year capital planning and improvements and infrastructure replacement strategies to capital financing alternatives, including long-term concession of the City System.

Option 6: NPDES Permit Application
Liberty possesses the experience, qualifications, and capabilities to assist the City in complying with the new statewide requirements for a National Pollution Discharge Elimination Program ("NPDES") permit, including assisting the City in the preparation and submission of the application to the California Regional Water Quality Control Board for new statewide National Pollution Discharge Elimination Program ("NPDES") permit. 18 Confidential

Liberty Utilities (Park Water) Corp.
!F
May 28, 2020

Table of Contents

COVER LEVER

TECHNICAL PROPOSAL
Company Overview
Liberty Operations
Contract Operations Qualifications
Project Understanding
Project Approach
Project Work Plan
Project Organization Structure & Staffing Plan
Project Options
teaSe
Llberty
Martles

FEE PROPOSAL
Proposed Annual Service Fec
Projected Annual Service Fee Savings fron7 Project Option 1-3 Extraordinary Services
Billing Rates Schedule
Confidential

Section III
liberty
UMtges

FEE PROPOSAL
Confidential

Fee Proposal
Proposed Annual Service Fee
Liberty proposed Annual Service Fee —detailed below in Figure 8 —was prepared in conformance with all RFP requirements —including the scope of work and other pertinent information provided in the RFP.

The proposed Annual Service Fee is estimated on a 12 -month basis and includes all expenses and materials required to perform the Routine/Ordinary Operations and Maintenance Services defined in the RFP.

Figure 8: Proposed Annual Service Fee
Description
Project Management
Operations & Maintenance
Customer Service
Customer Service Office
28,000
138;000
120,000
77,000
Total - Proposed Annual Service Fee
Less: Project Option 1 Alternative Custom
!_es F FrCrt ct Option 2 - Alternative
SCA A ttto
[es
rt
Office eoc tr+tr
nance
Total - Pra
d Annul Service Fee Savings (Pr ect
,000
'77,0001
(23,000)
is 1-3)
"7,000)
Total - Proposed Adjusted Annual Service Fee (includes Project Options 1-3) $ 236,000
(1) Proposed Annual Service Fee includes an annual allocation of 52 responses (104 Tabor hours) for underground service alerts (2) Proposed Annual Service Fee includes an annual allocation a 450 labor hours for turn -ins, turn-offs, lock -offs & responses to customer calls (3) Proposed Annual Service Fee excludes purchased water, purchased power, chemicals and water testing lab expenses Projected Annual Service Fee Savings from Project Options 1-3 In the Technical Proposal, Liberty has identified, described, and quantified the projected Annual Service Fee Savings from Project Options 1-3. These three Project Options were calculated on a 12 -month basis and are projected to reduce the proposed Annual Service Fee by 35% on a combined basis. If all three Options are accepted by the City, Liberty projects a total Annual Service Fee Savings of $127,000 as detailed above in Figure 8.

Extraordinary Services
Liberty's proposed Annual Service Fee does not include any expenses or materials to perform the Extraordinary Services defined in the RFP, as pursuant to the RFP these services wall be compensated on a time and material basis and separate from the Annual Service Fee.

Billing Rates Schedule
Liberty has prepared its proposed Billing Rates Schedule to conform to and satisfy all RFP requirements, The proposed Billing Rates Schedule listed in Figure 9 below shows the hourly rate by position and includes all direct and overhead expenses. 20 Confidential

Fee Proposal
Figure 9: Billing Rates Schedule
Regular Double
Position Time Overtime Overtime
Liberty
Utilst6
Project Manager
CIS Programmer
GIS Coordinator
Project Supervisor (O&M)
Project Supervisor (Field Service)
Safety Manager
Civil Engineer
Project Foreperson
Project Supervisor (Customer Service)
Cross Connection Control Specialist
Senior Accountant
Facilities Specialist
Project Customer Service Lead
Pmduction Technician
Utility Serviceperson
Customer Service Representative
Project Assistant
Engineering Assistant
$195
$193
$166
$162
$152
$132
$126
$107
$105
$100
$99
$96
$92
$90 $106 $122
$83 $98 $113
$81
$75
$41
20 Confidential

21 Confidential

EXHIBIT "B"
MAY 2025 EXTENSION LETTER

May 30, 2025
To:

Bernardo Iniguez
Director of Public Works/Facilities
City of Bell Gardens
8327 Garfield Avenue
Bell Gardens, CA 90201
Subject: Water System Operation and Maintenance Contract Agreement Extension Dear Mr. Iniguez,
Liberty Utilities (Park Water) Corp. respectfully offers a three-month extension of the services currently being provided to the City of Bell Gardens, as outlined in the original contract dated June 22, 2020. A copy of the original contract is attached as Exhibit A.

The scope of work, terms, and conditions will remain unchanged during the extension period. However, due to the escalation of labor and non -labor rates, we propose a 27,5%0 increase in the contract amount. This adjustment is based on the escalation rate estimates provided by the Public Advocates Office, as detailed in Exhibit B.

As a result, the monthly compensation for providing Basic Customer Services will increase from $19,666.67 to $25,075.00. Additional charges for extra ordinary work will be charged at the current cost and labor rates.
if approved, the three-month extension will commence on July 1, 2025, and expire on September 30, 2025.

We look forward to continuing to provide the City of Bell Gardens with our services and appreciate your consideration of this offer.

Sincerely,
Ken Pfister
Director of Operations
Liberty Utilities (Park Water) Corp..

"Exhibit A"

WATER SYSTEM OPERATION AND MAINTENANCE CONTRACT AGREEMENT BETWEEN THE CITY OF BELL GARDENS AND Liberty Utilities (Park Water) Corp.

THIS CITY WATER SYSTEM OPERATION AND MAINTENANCE CONTRACT AGREEMENT (this "Agreement") is made and entered into as of the 22 day of June 2020, by and between two parties namely the CITY OF BELL GARDENS, a California municipal corporation (hereinafter referred to as "Bell Gardens" or "City"), and Liberty Utilities (Park Water) Corp. , a California corporation (hereinafter referred to as "the Operator").

Effective Date: June 22.2020

RECITALS
A. Operator is an investor -owned utility, licensed to professionally serve potable water to customers in California and is in the business of providing professional operation and maintenance services to public potable water systems using personnel licensed by the State of California as a California corporation.

B. Bell Gardens is a municipal corporation which owns a public water system in a part of the City known as the City Water System shown on Exhibit A (hereinafter referred to as the "Area of Service").

C. The City is in need of an Operator of the City Water System and intends to retain the Operator for the Operator to provide the services herein stated to the City Water System and its Customers within the Area of Service for the term of this Contract Agreement.

NOW THEREFORE, for and in consideration of the foregoing recitals, and for other good, valuable and sufficient consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Operator agree as follows:
1 Scope of Work
Subject to the terms and conditions of this Agreement, Operator agrees to provide the services and tasks described in that certain Request for Proposals of City entitled "City of Bell Gardens Request for Proposals Contract Documents and Specifications for Maintenance and Operations of City -Owned Water System Contract in the City of Bell Gardens" issued April 22, 2020, (hereinafter, "City RFP") and the written proposal of Operator entitled "Proposal for Maintenance and Operation of the City of Bell Gardens Water System" (hereinafter, the "Operator Proposal") dated May 28, 2020. The City RFP and the Operator Proposal are attached and incorporated hereto as Exhibit "B" and "C" respectively. The term "Scope of Work" shall be a collective reference to the City RFP and the Operator Proposal. The capitalized term "Work" shall be a collective reference to all the various services and tasks referenced in the Scope of Work. In the event of any conflict or inconsistency between the provisions of the document entitled City RFP and the provisions of the document entitled Operator Proposal, the requirements of the document entitled City RFP shall

govem and control but only to the extent of the conflict or inconsistency and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.

In addition to the Work referenced in the Scope of Work, the Operator hereby agrees to provide the following basic customer services (the "Basic Customer Services") to the City Water System and the system's customers. (i) Operate and maintain the water main system that is located in the streets and some alleys of the Service Area including all valves, fire hydrants, service connections and customer meters and report to the City thereon at the minimum monthly. All water main alignments are to be visually inspected by Operator in Service Truck a minimum of once a month. In the first year, Operator is to check on each fire hydrant, fire hydrant lateral valve and all main line valves and exercise the valves.

Thereafter, the valves are to be checked and exercised tri-annually.

Operator is to report therein to the City at the minimum of monthly.

Exhibit D herein is a suggested form of Operator's monthly report to the City Director of Public Works (DPW).

Operate and maintain Well No. 1 and its electrical, control, and pumping equipment of the Well No. 1 plant in Veterans City Park, including the liquid injection chlorination system, the existing walled yard block building, and the piping facilities in the building and the yard. The existing natural gas engine location in the building and the emergency generator adjacent to the Well Building are not part of Operator's maintenance responsibility. The locked storage building in the yard is also not part of Operator's responsibility. Operator shall conduct daily checks through SACADA and site visits to determine Well No. 1 production„ and chlorination dosage. The operator will conduct site visits three days per week (Mon, Wed, Fri) to collect and process all production reads (well, electric, chemical, etc.). Operator will collect pumping water levels at least once per month and all of the month end reads. The remainder of the Well No. 1 site may be used by Operator to carry out its responsibilities. Operator is responsible for the security of the Well No.1 site. Operator is to, as a part of its monthly report to the City, report on the requested information about the Well plant and any other important functions of the Well No. 1 plant. The City will work to discourage pigeons from roosting in the Building or in the yard.

Operator is not to encourage the presence of pigeons. Operator is to see that no pigeon or similar birds and small animals/rodents enter the Well Building.

(iii) Operator is to operate and maintain the Metropolitan Water District (MWD) connection Cen B -31B for imported water located at the Northwest comer of the intersection of Garfield Avenue and Randolph Street and report at a minimum of monthly on its usage to the City. The present manner of serving water to the customers of the City Water System is to operate the Well No. 1 as much as possible and limit the use of import water. Operator agrees to run CB -31 (Central Basin Municipal Water District) import connection once a week to verify it is functional and available. Should Operator have the plan and ability to change this schedule to efficiently use well water in place of MWD water, such plan is encouraged and should be discussed with the City prior to implementing such a plan.
(iv) The operation of the SCADA shall be monitored by Operator daily and reported thereon to the City as needed. There may be an observe -only screen located in the City's Public Water Office for informational purposes only. All SCADA equipment is to be owned by the City.

Should Operator no longer be the designated Operator of the City Water System the equipment at the SCADA Headquarters is to
be relocated to the City Public Works Building in an operating condition. The usage of the SCADA system is to provide 24 -hour, 7 - days -a -week monitoring of the City Water System operation as an efficient usage of personnel for operation and maintenance of the City Water System. The use of the SCADA system is to supplement and complement the use of personnel of Operator. However, the SCADA equipment shall not totally replace the use of Operator personnel. (v) Operator intends to produce a set of maps of the City Water System using Operator's GIS system based on maps furnished by the City and such other information as may be available. A print reproducible copy of such maps is to be given to the City Public Works Department.

Should, during this Contract Agreement period, changes and/or repairs made to the City Water System necessitating a change in the map(s), new sheet(s) of affected map(s) will be provided to the City. Such maps of the Water System shall be owned by the City.
(vi) The City will provide via monthly reports information on all metered connections and any known metered connections as to the customer and metering equipment and data. Operator is to add the customer information to its Billing System for the purpose of reading and billing meters bi-monthly in each even -numbered month, and billing thereafter the customers and collecting monies therefrom as payment for water service using the City's Billing Rate Schedule.

Operator is to terminate services when bills are unpaid. The water bill format is to be agreed upon between the City and Operator.

(vii) Operator is to provide space in its customer service office for Operator personnel to perform the
billing and customer call center services in English and Spanish language during the regular business hours of Operator Main Headquarters. Operator will arrange for payment service centers for the City system in the same manner as provided to the Operator's own customers.

Operator personnel shall perform all services of turning on customer services, reading meters, billing for services, sending out bills, collecting bills, and shutting off services for unpaid bills and/or customer termination of service. Bilingual (English and Spanish- speaking) Operator personnel shall be available as needed for these functions.

Bills shall be in the name "CITY OF BELL GARDENS" thereon with all other needed information for Operator to bill and collect for service.

All monies collected by Operator shall be deposited daily in a designated City of Belt Gardens Bank Account. At Operator's call center, service personnel shall be available in person and other means to institute new customer services, terminate service, explain bills, and perform special meter readings as needed. Operator is to investigate unusual bills for customers and perform special meter readings for customers.
(viii) Operator is to be aware of Chapter 11.02 of the City Municipal Code, which provides rules and regulations for guidance of the operation of the City Water System along with water rates to be used in billing customers.
(ix)
Operator will be responsible for operation of Water Well No. 1, MWD connection CenB-31B, and related facilities at the locations set forth in Exhibit A, including. at a minimum, chlorination for water sanitation treatment and the taking of water quality sampling consisting of chlorine residuals, pH, bacteriological, general physical samples as specified in the Total Coliform Rule. Operator will conduct quarterly THM and HAAS sampling, monthly TC/HPC for Well, and Annual (full VOC) for Well No. 1. Records shall be daily maintained of production of the Well No. 1, usage, MWD water supplies, hours of operations, chlorine usage, and chlorine residual in the Water System and at the We11 No. 1 (x) Operator will provide customer office services, including, without limitation, preparation and filing of water production and water quality reports with the State of California Water System Regulating Agency, the Water Replenishment District of Southern California (WRD) and the Central Basin Water Master (CBWM) in accordance with the

provisions of California law on behalf of the City; obtaining all permits and making all filings required in connection with providing the Basic Customer Services as set forth herein; preparation of monthly customer information reports, including daily bank deposit balances during the month; reconciliation of balancing differences; listing of' customer accounts not paid within the allowed thirty-five (35) days and in arrears thereafter 0-30 days, 31-60 days, 61-90 days and over 90 days and of accounts sent for collections and customer accounts determined to be uncollectible; accounting services related to providing the Basic Customer Services, such as recordation of meter readings, meter book loading and editing and maintenance of customer records in electronic format; and tracking and logging of customer complaints, including the nature of the complaint, to be reported in writing at a minimum monthly to Bell Gardens.
(xi) Operator will cooperate with Bell Gardens and its agents in connection with the exercise by Bell Gardens of its audit rights.
(xii) Operator will meet with p,esentatives of City of Bell Gardens at the minimum of once a month or more frequently as needed or requested by the City. There shill be a meeting, at a minimum, of once a month to review activities and programs conducted since the prior meeting and to project pending activities.
iii) Operator will provide bi-monthly water consumption records and submit monthly water production or purchase records for each source of water to City.
(xiv) Operator shall deposit all monies collected as a result of water service billing collections under this Agreement into a City -designated bank account. All billings ahall be sent by Operator by First Class U.S. Mail to every customer in an envelope with a payment retum envelope. All payments received by Operator in connection therewith shall be deposited in the City bank account at the end of each business day. (xv) Operator will assist the City in filing and maintain a NPDES MS4 permit from the State Water Board.

2. Ordinary Services
As needed, Operator shall provide the following services designated as Ordinary Services:
(i) Where in operating the City Water System Operator becomes aware of the need for repair or replacement work, Operator will notify the Public

Works Director and provide a written estimate of costs of repair or replacement.
(ii) Operator will repair service connection leaks or other damages to services including replacement of existing services including curb stop as authorized by the City.
(iii) Operator will repair facilities at the Water Well No. 1 Plant and at the MWD Connection, CenB-31B.
(iv) Operator will perform such other system repair work as directed by the City.
(v) All repair work done in City street/alley rights -of -way shall be done under a no -fee City Excavation Permit to standards of the City and inspection by the City. The existing street improvements shall be restored per City requirements.
(vi)
All Ordinary Service work is to be performed by Operator and/or others under the direction of Operator. All others shall be State of California - licensed contractors licensed to perform said work under the heading of Ordinary Services and shall be noticed to the City's Public Works Department Construction Inspector in advance, if possible. If the work is of an emergency nature, the City shall be notified and a City Excavation Permit taken out at the earliest time thereafter.

At the beginning of each year of the Contract, Operator shall provide the City a rate schedule for personnel and equipment that shall be used in the event that Ordinary Services are required. Such rate schedule shall be reasonable and mutually agreed upon by both parties no less than sixty (60) days prior to the commencement of the next term year. Upon completion of an item of such Services work, Operator will provide a written detailed statement of work done, listing personnel, equipment, and materials used. At the end of each month, a Billing Statement is to be rendered to the City for the cost of such Services performed by date, time, and location, including copies of any statements of material used and of any equipment rented. Operator may add to the reasonable basic cost of all materials purchased or equipment rented an amount not to exceed 15% for operator supervision. Otherwise, the costs on a time basis shall be the previously submitted information of personnel and pay rates by Operator to the City and approved by the City. All bills rendered to the City shall indicate that the costs thereon have been paid by Operator.

Operator will test water meters as requested by the City.

Operator will replace or repair water meters as requested by the City.

(x)
Operator hereby agrees to provide such Ordinary Services and collectively with the Basic Customer Services, as may be mutually agreed in writing by Operator and the City of Bell Gardens, including, without limitation, services that might be required by City of Bell Gardens, such as water main repairs and installations, service line repairs and installations, hydrant repairs and installations, meter replacement, preparation of purchase orders for repairs and capital improvements, and obtaining all permits and making all filings required in connection with providing the Ordinary Services.

3. Right to Use and Access
(i)
(u)

4. Audit Rights
Bell Gardens hereby grants to Operator and its authorized agents and representatives during the term of this Contract Agreement the right to use, and to have access to, all of the assets of the Bell Gardens Water System currently used in connection with providing the Services, including, without limitation, the water system and all books and records related thereto. Operator shall have the right to make and retain copies of such books and records during the term of this Contract Agreement, but shall be required to return all such copies within 30 days of the expiration or earlier termination of this Agreement.

Bell Gardens further agrees to provide Operator and its authorized agents and representatives during the term of this Contract Agreement access to employees and agents of Bell Gardens having information relating to the Services and to cooperate with the Operator and its authorized agents and representatives in obtaining any information reasonably necessary for providing the Services during the term of this Agreement.

Bell Gardens and/or its agents shall have the right to audit all records maintained by Operator in connection with providing the Services hereunder at any time during normal business hours upon reasonable notice. Bell Gardens agrees to use all reasonable efforts to conduct any such audit in such a manner as to minimi,e interference with the performance by the Operator of the Services. All such records shall be maintained by the Operator on behalf of Bell Gardens for a period of at least two (2) years.

5. Cooperation with Bell Gardens
Operator hereby agrees to meet at least monthly with representatives of Bell Gardens,

and at such additional times as Be11 Gardens may reasonably request, to discuss any matters or concerns that may exist with respect to the water system or the Services provided by the Operator hereunder.

6. Emergency Repairs
In the event of any emergency, as reasonably determined by Operator, Operator shall have the unqualified right, immediately and without prior written notice to Bell Gardens, to undertake such minimum repairs and replacement as is necessary in the reasonable opinion of Operator to eliminate any danger to the public's health, safety, or welfare. Operator shall promptly notify Bell Gardens of any such emergencies occurring during normal business hours and, if occurring during non -business hours, to the extent reasonably practicable, before 9:00 a.m. on the next business day.

7. Notification of Need to Make Repairs or Capital Improvements Operator shall prepare, on an annual basis, a list of recommended repairs or capital improvements to the water system or recommendations in connection with providing the Services, other than routine field work included in Basic Customer Services or emergency repairs made by Operator. The recommendations shall include a description of the proposed repairs or capital improvements, the purpose of and need therefore and, if requested by Bell Gardens in writing, an estimate of the costs to make such repairs or capital improvements, including the costs of engineering, construction, and a[iministration. Operator shall, at the written request of Bell Gardens, prepare a description of such repairs or capital improvements that may be required as a result of changes in law, changes in water quality, orders of any governmental entity or damage or destruction of any portion of the water system (other than due to the negligence or willful misconduct of Operator), and an estimate of the costs thereof, other than on an annual basis. If Operator determines in the course of providing the Services that any such repairs or capital improvements are immediately required, Operator shall notify Bell Gardens orally (confirmed by email or facsimile) or in writing of the nature of the needed repairs or capital improvements and shall at the written request of Bell Gardens prepare a written estimate of the costs thereof.

8. Compensation for Ordinary Services
(i) For the period commencing July 1, 2020 and ending at June 30, 2025, the City shall compensate Operator for providing the Basic Customer Services the following amounts:
a. For the partial month of Date on the Effective Date
through date , the City shall compensate Operator
at the rate of $xxx.xx per day.
b. From July 1, 2020 through June 30.2025 , the
City shall pay Operator $19,666.67 per month as compensation for providing the Basic Customer Services (Ordinary Services).

()
For the period commencing at July 1.2020 and ending at
June 30.2024 ("Year 4"), and year 5 the City slwl1 compensate Operator $19,666.67 per month ($236,000 per year) for providing the Basic Customer Services.

9. Compensation for Additional Ordinary Services
(i)
Operator will submit a detailed written invoice to the City for the completed water system work of each prior month by the 20th day of the following month in a form agreed upon by the City.
(ii) The City will review the invoice upon receipt. Upon conclusion of the invoice review and it to the satisfaction of the City, all charges are acceptable and approved, the invoice will be processed for payment. It is typical that most invoices to the City are paid within 45 days of receipt, which is dependent on the basis that the City Council will meet two times per month. In the event that, upon its review, the City disputes any portion of a bill, the City will (a) reimburse to Operator all undisputed portions of said invoice within the approximate 45 -day time frame as detailed above, and (b) notify Operator in writing, within 15 business days of receipt of invoice, in sufficient detail to reply and address the City's concerns regarding each item and associated dollar value of any item in dispute.

City of Bell Gardens will pay to Operator, as described above, after receipt of an invoice therefor, with appropriate supporting documentation, the amount of the actual costs incurred by Operator during the preceding month for providing the Ordinary Additional Services equal to the sum of:
(a) the labor rates agreed to by the parties pursuant to herein for such Additional Services multiplied by the number of hours worked by each worker, to the nearest quarter hour, in each position during the preceding month, plus;
the actual out-of-pocket cost and markup of equipment,
materials, supplies, spare parts, expendables and consumables provided by Operator, postage, and other actual out-of-pocket costs incurred by Operator in connection with providing such Ordinary Additional Services, the costs and markup of which shall be consistent with Paragraph iii(a) above.
(b)

10. Purchases and Payments by Bell Gardens
Bell Gardens shall be responsible for.

(iv) Purchasing or otherwise obtaining imported water supplies from the local wholesaler of the Metropolitan Water District of Southern California, the Central Basin Municipal Water District, electrical power from Southern California Edison Company, chemicals to be used in connection with the operation and maintenance of the water system and the delivery of water to Customers,
(v) Permits required to operate and maintain the water system and to provide the Services,
(vi) Pumping assessments of the Water Replenishment District of Southern California for pumping ground water from the Central Groundwater Basin,
(vii) Pumping assessments levied by the Central Basin Water Master, (viii) All costs of testing of water quality samples collected by the Operator, and the testing being done by a State of California Water Board Department Certified Laboratory.

11. Term
The term of this Agreement Shall be from the Effective Date, to and including June 30.2025 . Bell Gardens shall notify Operator
of its intent to commence negotiations to renew this Agreement no later than January 1, 2025

12. Standard of Care
Operator represents, acknowledges and agrees as follows:
(i) Operator shall perform all work skillfully, competently and to the highest standards applicable to the Operator's field;
(ii) Operator represents and maintains that it is drilled in the professional calling necessary to perform the Services;
(iii)Operator shall perform all work in a manner reasonably satisfactory to the City, (iv)Operator shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.).

Operator's compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the Federal Department of Housing and Urbanization;
(v) Operator understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;

(vi)All of Operator's employees and agents (including but not limited to Operator's subContractors and subconsultants) possess sufficient skill, knowledge, training and experience to perform those services and tasks contemplated under this Agreement; (vii) All of Operator's employees and agents (including but not limited to Operator's subContractor and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement and
(viii) Operator shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the City to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the City's authorized representative. The quality of Services shall meet or exceed those standards established by the City or County of jurisdiction. (ix)The Parties acknowledge and agree that Operator shall perform, at Operator's own cost and expense and without any reimbursement from City, any services or tasks necessary to correct any errors or omissions caused by Operator's failure to comply with the standard of care set forth under this Section or by any like failure on the part of Operator's employees, agents, Operators, subContractor and subconsultants. Such effort by Operator to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the City Representative in writing and absolute discretion. The Parties acknowledge and agree that Operator's acceptance of any work performed by Operator or on Operator's behalf shall not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that Operator has relied upon the foregoing representations of Operator, including but not limited to the representation that Operator possesses the skills, training, knowledge and experience necessary to perform the Work in a skillful and competent manner equivalent to, the standard of performance generally recognized as being employed by professionals performing the same type of work and services in the State of California.

13. Operator's Personnel
(i) Operator represents that it has, or will secure at its own expense, all personnel required to perform the Work and all other services and tasks necessary for Operator to competently and timely complete the improvements contemplated under this Agreement. All work, services and tasks will be performed under Operator's supervision, and Operator's personnel engaged in the performance

of the Work, services and tasks contemplated under this Agreement shall possess the qualifications, permits and licenses required by applicable law to perform such work, services and tasks.
(ii) Operator shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Work. Operator shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Operator' s performance of the Work, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder.
(iii)Operator shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Work.
(iv)In the event that City, in its sole reasonable discretion, at any time during the Term of this Agreement, desires the removal of any person or persons assigned by Operator to perform services pursuant to this Agreement, Operator shall remove any such person immediately upon receiving notice from City of the desire of City for the removal of such person or persons.
(v) Operator shsll be responsible for payment of all employees' and subconsultants' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. (vi)Operator shall obtain and maintain during the Agreement Tenn all necessary licenses, permits and certificates required by law for the performance of the Work contemplated under this Agreement.

14. Independent Contractor
(i) All acts of Operator, its agents, officers, subContractors and employees and all others acting on behalf of Contractor relating to the performance of this Agreement, shall be performed as independent Contractors and not as agents, officers, or employees of City. Contractor, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Contractor has no authority or responsibility to exercise any rights or power vested in City. No agent, officer, or employee of City is to be considered an employee of Contractor. It is understood by both Contractor and City that this Agreement shall not, under any circumstances, be construed or considered to create an employer -employee relationship or a joint venture. (ii) Operator, its agents, officers, subContractors and employees are and, at all times during the Term of this Agreement, shall represent and conduct themselves as independent Contractors and not as employees of City.
(iii)Operator shall determine the method, details and means of performing the Work.

Operator shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be

subjected to City's control with respect to the physical action or activities of the Operator in fulfdlment of this Agreement. Operator has control over the manner and means of performing the services under this Agreement. Operator is permitted to provide services to others during the same period as it provides services to City under this Agreement. If necessary, Operator has the responsibility for employing other persons or firms to assist Operator in fulfilling the terms and obligations under this Agreement.
(iv)If in the performance of this Agreement any third persons are employed by Operator, such persons shall be entirely and exclusively under the direction, supervision, and control of Operator. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Operator. (v) It is understood and agreed that as an independent Contractor and not an employee of City. neither the Operator nor Operator's assigned personnel shall have any entitlement as a City employee, right to act on behalf of City in any capacity whatsoever as an agent, or to bind City to any obligation whatsoever. (vi)As an independent Contractor, Operator hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer -employee relationship exists by reason of this Agreement.

15. Conflict of Interest
(i) Operator hereby warrants for itself, its employees, and subContractor that those persons presently have no interest and shall not obtain any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Agreement. No person having such conflicting interest shall be employed by or associated with Operator in connection with this project. Operator hereby warrants for itself, its employees, and subContractor that no such person shall engage in any conduct which would constitute a conflict of interest under any City ordinance, state law or federal statute. Operator agrees that a clause substantially similar to this Section shall be incorporated into any sub -contract that Operator executes in connection with the performance of this Agreement

16. Non -Discrimination
(i) During the performance of this Agreement, Operator and its subContractor shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40) or set. Operator and subContractor shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. Operator and subContractor shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, Section 12990 et seq.) and the applicable regulations promulgated hereunder (California Code of Regulations, Title 2,

Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Govemment Code, Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. Operator and its subContractor shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. This Operator shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform the Work under this Agreement.

17. Indemnification
(i) To the fullest extent permitted by law, Operator hereby agrees, at its sole cost and expense, to defend, protect, indemnify, and hold harmless City and City's elected and appointed officials, officers, attomeys, agents, employees, volunteers, successors, and assigns (collectively "Indemnitees") from and against any and all damjges, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively "Liabilities"), arising or claimed to arise, directly or indirectly, out of in connection with, resulting from, or related to any act, failure to act, error, or omission of Operator or any of Operator's officers, agents, servants, employees, subContractor, materialmen, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to this Agreement and the performance or failure to perform any term, provision, covenant, or condition of the Agreement, including this indemnity provision.

This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive negligence by Operator and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity provision chap survive the termination of the Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law or elsewhere under this Agreement Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against any one or more of the Indemnitees shall be conclusive in favor of the Indemnitees' right to recover under this indemnity provision. Operator shall pay Indemnitees for any attorney's fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code § 2782(a), or (b) the contracting public agency's active negligence to the limited extent that the underlying Agreement is subject to Civil Code § 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverage(s) which may have been required under the Agreement or any additional insured endorsements which may extend to Indemnitees. Accountants, attorneys, or other professionals employed by Indemnitor to defend Indemnitees shall be selected by Indemnitees. Operator, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf

of the Indemnitor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees.
(ii) Operator's obligations under this or any other provision of this Agreement will not be limited by the provisions of any workers compensation act or similar act. Operator expressly waives its statutory immunity under such statutes or laws as to the Indemnities.
(iii)Operator agrees to obtain executed indemnity agreements with provisions identical to those in this Section from each and every subContracoor or any other person or entity involved by, for, with or on behalf of Operator in the performance of this Agreement.

In the event Operator fails to obtain such indemnity obligations for the benefit of City, Operator agrees to be fully responsible and indemnify, hold harmless and defend City, its officers, agents, employees and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged, intentional, reckless, negligent or otherwise wrongful acts, errors or omissions of Operator or any of its officers, employees, servants, agents, subContracotr, volunteers or any other person or entity involved by, for, with or on behalf of Operator in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of City's choice.
(iv)City does not, and shall not; waive any rights that it may possess against Operator because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense. Operator agrees that Operator's covenant under this Section shall survive the termination of this Agreement.
(v) Operator shall fully comply with the workers' compensation laws regarding Operator and Operator's employees. Operator further agrees to indemnify and hold City harmless from any failure of Operator to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any fees due to Operator under this Agreement any amount due to City from Operator as a result of Operator's failure to promptly pay to City any reimbursement or indemnification arising under this Section.

18. Liability Insurance.
(i) Operator shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(a) Commercial General Liability Insurance with minimum limits of One Million Dollars ($1,000,000) for each occurrence and in the aggregate for any personal injury, death, loss or damage.

(b) Automobile Liability Insurance for any owned, non -owned or hired vehicle used in connection with the performance of this Agreement with minimum limits of One Million Dollars ($1,000,000) per accident for bodily injury and property damage. (c) Worker's Compensation insurance as required by the State of California. (ii) Operator shall require each of its sub -consultants or subContractor to maintain insurance coverage that meets all of the requirements of this Agreement. (iii)The policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VII in the latest edition of Best's Insurance Guide.
(iv)Operator agrees that if it does not keep the insurance required in this Agreement in full force and effect, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Operator's expense, the premium thereon.
(v) Prior to commencement of Work under this Agreement, Operator shall file with City's Risk Manager a certificate or certificates of insurance showing that the insurance policies are in effect and satisfy the required amounts and specifications required pursuant to this Agreement.
(vi)Operator shall provide proof that policies of insurance expiring during the Term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages.
(vii) The general liability and automobile policies of insurance shall contain an endorsement naming City, its elected officials, officers, agents, employees, attorneys, servants, volunteers, successors and assigns as additional insureds. All of the policies shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days' prior written notice to City. Operator agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. (viii) All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self- insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
(ix)All insurance coverage provided pursuant to this Agreement shall not prohibit

Operator, and Operator's employees, agents, subContractor, or volunteers from waiving the right of subrogation prior to a loss. Operator hereby waives all rights of subrogation against City, its officials, officers, employees, agents and volunteers. (x) Any deductibles or self -insured retentions must be approved by City. At the option of City, Operator shall either reduce or eliminate the deductibles or self- insured retentions with respect to City, or Operator shall procure a bond guaranteeing payment of losses and expenses.
(xi)If Operator is a Limited Liability Company, general liability coverage must be amended so that the Limited Liability Company and its managers, affiliates, employees, agents, and other persons necessary or incidental to its operation are insureds.
(xii) Procurement of insurance by Operator shall not be construed as a limitation of Operator's liability or as full performance of Operator's duties to indemnify, hold harmless and defend under Section 19 of this Agreement. (xiii) In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Operator or City will withhold amounts sufficient to pay premium from Operator payments. In the alternative, City may cancel this Agreement effective upon notice.
(xiv) City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

19. Obligations of Bell Gardens
Except as otherwise agreed upon by the parties in writing, Bell Gardens shall be responsible for taking all actions that may be reasonably necessary, and for payment of any applicable costs and expenses in connection therewith, with respect to:
(i) any changes in law affecting the Services to be provided by Operator hereunder,
any requirement of law or any governmental entity to improve or change the quality of water delivered to customers or for the deterioration in the quality of ground water and purchased water used in providing the Services,
any repairs or replacements necessary to restore the water system to substantially the same condition as existed prior to any damage or destruction thereto (except to the extent due to the negligence or willful (n)

misconduct of Operator), plus any upgrades that may be required by applicable law,
(iv) any capital improvements or repairs, other than Basic Customer Services, any Additional Services agreed to be provided by Operator hereunder, or any emergency repairs required to be made by Operator for Operator to provide the Services in compliance with all provisions of applicable law, and
(v) any other matters related to the operation and maintenance of the water system and delivery of water to Customers, other than the Services.

20. Events of Default
Unless caused by, or due to the inaction of, the other party or excused or justified by an Uncontrollable Circumstance, the failure of a party to perform in a timely manner in any material respect any obligation to be performed by it hereunder shall constitute an Event of Default if such failure cannot be cured or if such failure can be cured and remains uncured for thirty (30) days after notice from the non -defaulting party to the defaulting party to cure such failure (or within such longer period of time as is necessary to remedy such failure so long as the defaulting party immediately initiates and diligently pursues appropriate measures to remedy such failure); provided that the thirty (30) day notice period with opportunity to cure shall not be required in the event of persistent and repeated failures to perform; provided further that it shall not be an Event of Default if a bona fide dispute exists with respect to whether there has been any such failure to perform in a timely manner in any material respect, unless that matter has been submitted to dispute resolution but not resolved within ninety (90) days (as extended by mutual agreement of the parties). In addition to the foregoing, the failure of Bell Gardens to pay any amounts due to Operator hereunder when due or to give Operator access to the water system, the books and records in its possession relating to the provision of the Services or to its employees shall constitute an Event of Default. likewise, the failure of Operator or its employees to act with good intentions and pursuant to standards of the maintenance and operation of a publicly owned water system of the size and level of service with reasonable standards of service shall constitute an Event of Default.

21. Remedies
This Agreement may be terminated by the non -defaulting party upon ninety (90) days' prior written notice to the defaulting party if an Event of Default has occurred and is continuing. Each party may exercise all legally available remedies with respect to an Event of Default by the other party, subject to each party's obligation to cooperate in resolving disputes.

22. Uncontrollable Circumstances
a. In the event that either party is rendered wholly or partly unable to perform its obligations hereunder as a result of an Uncontrollable Circumstance, that party chap be excused from whatever performance is affected by the Uncontrollable Circumstance to the extent so affected;

provided that (a) the nonperforming party promptly after the occurrence of the Uncontrollable Circumstance (or becoming aware of the adverse impact of any Uncontrollable Circumstance), gives the other party notice describing the particulars of the occurrence, (b) the suspension of performance is of no greater scope and of no longer duration than is required by the Uncontrollable Circumstance, (c) the nonperforming party uses its best efforts to remedy its inability to perform, and (d) when the nonperforming party is able to resume performance of its obligations hereunder, that party gives the other party written notice of such resumption.
b. The parties agree in good faith to amend this Agreement in order to equitably change the obligations of the parties hereunder in a manner that will facilitate the continued provision of the Services by Operator in the event that an Uncontrollable Circumstance has or may reasonably be expected to have a material adverse effect on the rights and obligations of either party hereunder or the provision of Services by the Operator and cannot be corrected for a period of more than ninety (90) days. In the event that the parties cannot reach agreement on any such amendment, the matter shall be submitted to dispute resolution process set forth herein, this Agreement may be terminated by either party, subject to the right of the other party to pursue all legally available remedies in the event that a court of competent jurisdiction determines that the early termination of this Agreement by such party was improper. c. For the purposes of this Agreement, the term "Uncontrollable Circumstance" shall mean any act or event that has had or may reasonably be expected to have a substantial or material effect on (a) the rights or obligations of the parties to make payments as provided herein when due, or (b) the provision of Services, if such act or event is beyond the reasonable control or responsibility of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under this Agreement and which such party has been unable to overcome by the exercise of due diligence, including, without limitation, (c) any act of God, natural disaster, war, civil disturbance, or similar occurrence; (d) any order of any governmental entity, if such order is not also the result of negligent or willful action or failure to act by the party relying thereon; (e) suspension, termination, interruption, denial, failure to issue, or failure of renewal of any permit essential to providing the Services, if such act or event is not also the result of a negligent or willful act or failure to act by the party relying thereon; (f) the failure of any appropriate governmental entity or public or private utility having operational jurisdiction in the area to provide water to the water system or to maintain and assure the maintenance of all utilities; (g) a change in law; (h) a strike against either party or a contractor or supplier thereof; or (i) plague, epidemic, pandemic, outbreaks of infectious disease,

or any other public health crisis, incb,ding quarantine or other employee restrictions.

23. Resolution of Disputes
Each party shall continue to perform its obligations hereunder pending resolution of any dispute. The parties agree to cooperate and use all reasonable efforts pursuant to the terms of this Agreement to facilitate the provision of the Services by Operator hereunder. Accordingly, the parties agree in good faith to undertake the resolution of disputes in an equitable and timely manner, provided that, if any matter is not resolved within ninety (90) days (as extended by mutual agreement of the parties), such dispute shall be mediated before one or more mediators mutually acceptable to both parties.

The cost of mediation will be allocated as part of the resolution in mediation, but, absent such resolution, Rhall be paid equally by the parties.

24. Attorneys' Fees
Should either party hereto bring suit to enforce any provision or provisions hereof, or assert any provision or provisions hereof in defense of a suit brought by the other party and prevail therein, or should any litigation be commenced between the parties concerning this or involving this Agreement, then the prevailing party shall be entitled to recover from the other party its attorneys' fees as are fixed by the court.

25. Assignment
Except in the case of a sale of all or substantially all of the assets of Operator, a merger, consolidation, or transfer of 50% or more of the stock of Operator, Operator shall not assign this Agreement in whole or in part to any person or persons without obtaining the prior written consent of Bell Gardens to do so, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Operator may assign this Agreement to a subsidiary or affiliate without obtaining the consent of Bell Gardens if, immediately after such assignment, the services will continue to be performed by personnel comparable to those who performed the services hereunder on behalf of Operator. Operator shall promptly notify Bell Gardens of any assignment permitted hereunder. Each and all of the covenants and conditions of this Agreement shall be binding on and dial' inure to the benefit of the respective parties.

26. Termination of Agreement
Termination for Convenience. City may immediately terminate this Agreement for convenience, without cause and without penalty or liability at any time upon the issuance of written notice to Operator specifying the
effective date of such termination. Such termination for convenience shall be made in writing signed by either the City Representative, the City Manager or the Assistant City Manager. Operator may only terminate this Agreement for cause. (ii) Termination for Cause. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this

Agreement), an event of default (hereinafter, "Event of Default") shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a "Default Notice") which shall specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default shall be cured, which shall not be less than the applicable cure period set forth in this Section or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement. An Event of Default shall include, but shall not be limited to the following: (i) Operator's failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (ii) Operator's and/or its employees' disregard or violation of any federal, state, local law, rule, procedure or regulation; (iii) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to Operator, whether voluntary of involuntary, (iv) Operator's refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (v) City's discovery that a statement representation or warranty by Operator relating to this Agreement is false or erroneous m any material respect, including any statement, representation or warranty set forth in the Equipment Specifications.
(a) Operator shall cure the following Events of Default within the following time periods;

1. Within three (3) business days of City's issuance of a Default Notice for any failure of Operator to timely provide City or City's employees or agents with any information and/or written reports, documentation or work product which Operator is obligated to provide to City or City's employees or agents under this Agreement.

Prior to the expiration of the 3 -day cure period, Operator may submit a written request for additional time to cure the Event of Default upon a showing that Operator has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 3- day cure period. The foregoing notwithstanding, City shall be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds seven (7) calendar days from the end of the initial 3 -day cure period; or

2. Within thirty (30) calendar days of City's issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 30 -day cure period, Operator may submit a written request for additional time to cure the Event of Default upon a showing that Operator has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 30 -day cure period. The foregoing notwithstanding, City shall be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds thirty (30) calendar days from the end of the initial 30 - day cure period.

If an Event of Default relates to a material falsehood or misrepresentation set forth in

Exhibit "C" that is not susceptible to a cure, City in its sole and absolute discretion may elect to treat the falsehood or misrepresentation as a breach of this Agreement or waive the falsehood or misrepresentation. The foregoing notwithstanding, the prior waiver of a falsehood or misrepresentation as an Event
of Default shall not operate as a waiver or any other falsehood or misrepresentation later discovered by City.
(b) Except as otherwise specified in this Agreement, City shall cure any Event of Default asserted by Operator within thirty (30) calendar days of Operator's issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 30 -day cure period. Prior to the expiration of the 30 -day cure period, City may submit a written request for additional time to cure the Event of Default upon a showing that City has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 30 -day cure period. The foregoing notwithstanding, an Event of Default dealing with City's failure to timely pay any undisputed sums to Operator shall be cured by City within five (5) calendar days from the date of Operator's Default Notice to City. (c) City, in its sole and absolute discretion, may also immediately suspend Operator's performance under this Agreement (or the performance of any specific task or function performed by Operator under this Agreement) pending Operator's cure of any Event of Default by giving Operator written notice of City's intent to suspend Operator's performance (hereinafter, a "Suspension Notice"). City may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, Operator shall be compensated only for those services and tasks which have been rendered by Operator to the reasonable satisfaction of City up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of City shall operate to prohibit or otherwise restrict City's ability to suspend this Agreement as provided herein.
(d) No waiver of any Event of Default or breach under this Agreement shall constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. (e) The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies
available to City at law or under this Agreement in the event of any breach of this Agreement, City, in its sole and absolute discretion, may also pursue any one or more of the following remedies:

1. Upon written notice to Operator, the City may immediately terminate this Agreement in whole or in part;

2. Upon written notice to Operator, the City may extend the time of performance;

3. The City may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for Operator's breach of the Agreement or to terminate the Agreement or

4. The City may exercise any other available and lawful right or remedy.

5. Operator shall be liable for all legal fees plus other costs and expenses that City incurs upon a breach of this Agreement or in the City's exercise of its remedies under this Agreement.
(f) In the event City is in breach of this Agreement, Operator's sole remedy shall be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to Operator under this Agreement for completed services and tasks. In no event shell Operator be entitled to receive more than the amount that would be paid to Operator for the full performance of the services required by this Agreement.
(g) No waiver of any default or breach under this Agreement shall constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

27. Annual Review of Services
Annually, at the initiation of either party, the parties shall meet and confer regarding terms and conditions of this Agreement.

28. Notices
Any notice hereunder shall be deemed sufficient if given by one party to the other in writing and either delivered in person, transmitted by telecopy or other telecommunications mechanism, or deposited in the United States mail in a sealed envelope, certified and with postage and postal charges prepaid, and addressed as follows:

If to Operator:

Liberty Utilities (Park Water) Corp.
9750 Washburn Road
Downey, CA 90241
Telephone: (800) 757-5987
Email: [email protected]
If to Bell Gardens: Chau Vu or her successor
Director of Public Works
8327 South Garfield Avenue
Bell Gardens, CA 90201
Telephone: (562) 806-7770
Fax: (562) 806-7789
Email: [email protected]
or to such other address or person as either party shall have last designated by such notice to the other party. The effective date of such notice shall be the earlier of the

date of actual receipt or three days following deposit in the United States mail.

29. Entire Agreement
This Contract Agreement and the enclosures hereto and exhibits identified herein contain the entire agreement between the parties with respect to the subject matter hereof; and any agreements or representations respecting the subject matter hereof or the duties of either partying relation thereto, which agreements and representations are not expressly set forth in this Agreement, are null and void. The parties hereto represent and warrant, each to the other, that they have relied on no statements, representations, or agreements by or with the other, or agents thereof, other than as contained herein.

30. Amendments: Waivers
This Contract Agreement may be amended only by an agreement in writing between Bell Gardens and Operator. No waiver of any provision of, nor any consent to any exception to the terms of this Contract Agreement, shall be effective unless in writing and signed by the party to be bound and then only for the specific purpose, extent, and instance so provided.

31. Waiver
No failure on the part of any party to exercise or any delay in exercising any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right.

32. Counterparts
This Contract Agreement may be executed by facsimile signature and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

33. Severabilitv
Any provision of this Contract Agreement that shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof and such other provision shall remain in full force and effect, provided that the essential terms and conditions of this Contract Agreement for both parties remain valid, binding, and enforceable. To the extent permitted by applicable law, Bell Gardens and the Operator, to the same extent, waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

TOR:

C 0 BELL G
c

"Exhibit B"
State of California. Public Utilities Commission_ San Francisco APPENDIX: EXPLANATION OF ESCALATION RATES
The recommended NON -LABOR ESCALATION RATES for 2017 through 2029 are presented in Table A. The values for 2017 through 2024 are provided for comparison.

Year
2017
2018
2019
2026
2027
2028
2029
Non -
Labor
Inflation
Rate*
37%

4.1%

0.1%

0.6%

EXHIBIT "B"
SEPTEMBER 2025 EXTENSION LETTER
5

September 15, 2025
To:

Bernardo Iniguez
Director of Public Works/Facilities
City of Bell Gardens
8327 Garfield Avenue
Bell Gardens, CA 90201
Subject: Water System Operation and Maintenance Contract Agreement Extension Dear Mr. Iniguez,
Liberty Utilities (Park Water) Corp. is pleased to acknowledge the City of Bell Gardens' request to extend the current service agreement. We hereby propose a three-month extension of the existing contract, commencing on October 1, 2025, and concluding on December 31, 2025.

All terms, conditions, and scope of work outlined in the original agreement dated June 22, 2020, and previously extended through September 30, 2025, will remain unchanged. The monthly compensation for Basic Customer Services will continue at the adjusted rate of $25,075.00, with extraordinary work billed at current cost and labor rates.

We appreciate the opportunity to continue serving the City of BeII Gardens and look forward to maintaining our strong partnership.

Please feel free to contact us with any questions or to confirm acceptance of this extension.

Sincerely,
Ken Pfister
Director of Operations
Liberty Utilities (Park Water) Corp.

EXHIBIT "B"
DECEMBER 2025 EXTENSION LETTER
5

December 1, 2025
To:

Bernardo Iniguez
Director of Public Works/Facilities
City of Bell Gardens
8327 Garfield Avenue
Bell Gardens, CA 90201
Subject: Water System Operation and Maintenance Contract Agreement Extension Dear Mr. Iniguez,
Liberty Utilities (Park Water) Corp. is pleased to acknowledge the City of Bell Gardens' request to extend the current service agreement. We hereby propose an additional one - month extension of the existing contract, commencing on January 1, 2026, and concluding on January 31, 2026.

All terms, conditions, and scope of work outlined in the original agreement dated June 22, 2020, and previously extended through December 31, 2025, will remain unchanged. The monthly compensation for Basic Customer Services will continue at the adjusted rate of $25,075.00, with extraordinary work billed at current cost and labor rates.

We appreciate the opportunity to continue serving the City of Bell Gardens and look forward to maintaining our strong partnership.

Please feel free to contact us with any questions or to confirm acceptance of this extension.

Sincerely,
/<54-,/�
Ken Pfister
Director of Operations
Liberty Utilities (Park Water) Corp.

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Bernardo Iniguez, Director of Public Works/Facilities SUBJECT: Consideration of a Resolution Approving a Contract Services Agreement with Administrative Services Cooperative, Inc. for Medical Taxi Program Services
MEETING DATE: December 8, 2025
RECOMMENDATION:

It is staff's recommendation that the City Council adopt the attached Resolution authorizing the City Manager to execute a Contract Services Agreement with Administrative Services Cooperative, Inc. for Medical Taxi Program services.

BACKGROUND / DISCUSSION:

The City of Bell Gardens' ("City") Medical Taxi Program was established to supplement the City's standard Dial--A-Ride services by providing non -emergency transportation to medical facilities outside of City boundaries for seniors and residents with disabilities. This service is dedicated to medical appointments located outside City limits, limited to a 5 -mile radius. Eligible residents receive ten one-way trips per month at a subsidized rate of $1.00 per trip. In Fiscal Year 2024-2025, the City provided approximately 2,200 trips through this program.

On November 12, 2025, Public Works released a Request for Proposals ("RFP") to qualified firms to manage, administer, and operate the City's Medical Taxi Program. The RFP requested proposers to provide a turnkey system with options that include all necessary equipment (Le., facilities, equipment, supplies, maintenance, and services) to administer the program. The scope of work under the RFP included, but was not limited to, the following components:
• Service operation procedures (i.e., calling for a ride, response time, identification cards, service areas, fare collection).
• Personnel, dispatch, and equipment inventory and maintenance. • Rider identification system.
• Experience in providing services for public entities.

On November 26, 2025, the City received one (1) proposal from Administrative Services Cooperative, Inc. ("Contractor"), which is the City's current Medical Taxi Program operator. Although the City received only one (1) proposal, staff conducted a review of

the proposal and deemed it to be satisfactory and complete. Contractor demonstrated that it understands the City's demands and requirements, possesses the qualifications to successfully operate the program, and included relevant references, including municipal experience.

The proposed rates for these services are as follows:

1. Flag drop, per trip: $3.10/trip;

2. Cost per mile: $2.97/mile;

3. Monthly fees for MJM dispatching system: $458.33/month;

4. Administrative overhead fee equal to 15% of the monthly trip charges.

Contractor's monthly payment is calculated based on the total number of rides provided during that month. The City pays the cost of each trip (the flag drop and per mile rate) after subtracting the $1.00 co -pay paid by the passenger. On top of these trip costs, the City also pays a 15% fee to cover Contractor's overhead and administration, plus any other monthly fees.

Due to the demand -driven nature of this service, the City has historically structured this agreement on a not -to -exceed basis to ensure the City covers all expenses, while guaranteeing coverage up to the budgeted amount if demand is high. In Fiscal Year 2025- 2026, the City budgeted $60,000 in Metro Local Return funds.

CONCLUSION:

Based on Contractor's satisfactory performance and experience, staff is recommending that the City Council approve a Contract Services Agreement with Contractor for a three- year term with optional two one-year extensions and an effective date of January 1, 2026.

The annual not -to -exceed amount for the Contract Services Agreement is $60,000.

FISCAL IMPACT:

The proposed annual not -to -exceed amount for the Contract Services Agreement is $60,000. The City's FY2025-2026 budget includes $60,000 in Proposition A Local Return funds for the Medical Taxi Program.

APPROVALS:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney
Manuel Carrillo, Director of Finance and Administrative Services

RESOLUTION NO. 2025-118

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, APPROVING A CONTRACT SERVICES

AGREEMENT BY AND BETWEEN THE CITY OF BELL GARDENS AND
ADMINISTRATIVE SERVICES COOPERATIVE, INC. FOR THE CITY'S

MEDICAL TAXI PROGRAM
WHEREAS, the City of Bell Gardens' ("City") Medical Taxi Program was established to supplement the City's standard Dial -A -Ride services by providing non -emergency transportation to medical facilities outside City boundaries for seniors and residents with disabilities; and
WHEREAS, eligible residents receive ten one-way trips per month at a subsidized rate of $1.00 per trip, and the City covers the remaining balance of the fare; and WHEREAS, the City administers the Medical Taxi Program through a Contract Services Agreement; and
WHEREAS, pursuant to Bell Gardens Municipal Code Section 3.04.105, on November 12, 2025, the City released a Request for Proposals ("RFP") for the operation of the Medical Taxi Program; and
WHEREAS, on November 26, 2025, the City received one proposal, submitted by Administrative Services Cooperative, Inc. ("ASC"); and WHEREAS, City staff reviewed the proposal and determined it to be satisfactory and complete, and that ASC is qualified to perform the requested services based on its demonstrated understanding of the scope of work, expertise, and competitive rates; and WHEREAS, the City desires to enter into a Contract Services Agreement with ASC for the operation of the Medical Taxi Program, with an effective date of January 1, 2026, for an initial three-year term, with two optional one-year extensions.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:

SECTION 1. The City Council, after consideration of the staff report and presentation, discussion, oral testimony and evidence presented to the City Council, hereby finds that the above recitals are true and correct and incorporate them herein.

SECTION 2. The City Council hereby approves a Contract Services Agreement for the operation of the Medical Taxi Program by and between the City and Administrative Services Cooperative, Inc., in an annual amount not -to -exceed sum of Sixty Thousand Dollars ($60,000) for an initial three-year term, with two optional one-year extensions, which is attached to the staff report as Exhibit 2.

Resolution No. 2025-118
SECTION 3. The City Council further authorizes the City Manager to execute the Contract Services Agreement by and between the City and Administrative Services Cooperative, Inc., consistent with this Resolution, along with any ancillary documents reasonably necessary to effectuate the intent of this Resolution.

SECTION 4. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.

PASSED, APPROVED, and ADOPTED this 8th day of December, 2025.

THE CITY OF BELL GARDENS
Marco Barcena, Mayor
APPROVED AS TO FORM: ATTEST:

Stephanie Vasquez
City Attorney
2 of 3
Daisy Gomez
City Clerk

Resolution No. 2025-118
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. was adopted by the Bell Gardens City Council at a regular meeting of the City Council held on December 8, 2025, and was approved and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Daisy Gomez
City Clerk
3 of 3

2025

CONTRACT SERVICES AGREEMENT
(Contractor: Administrative Services Cooperative, Inc.) (Nature of Engagement: Medical Taxi Program)
THIS CONTRACT SERVICES AGREEMENT (hereinafter, "Agreement") is made and entered into this day of 2025 (hereinafter, the
"Effective Date"), by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and ADMINISTRATIVE SERVICES COOPERATIVE, INC. (hereinafter, "CONTRACTOR"). For the purposes of this Agreement, CITY and CONTRACTOR may be referred to collectively by the capitalized term "Parties." The capitalized term "Party" may refer to CITY or CONTRACTOR interchangeably.

RECITALS
WHEREAS, CITY is a municipal corporation organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose; and WHEREAS, CITY requires a qualified and experienced transportation service provider to operate the CITY's Medical Taxi Program; and WHEREAS, CITY staff has determined that CONTRACTOR possess the skills, experience and expertise required to competently provide the services and tasks contemplated under this Agreement; and
WHEREAS, the execution of this Agreement was approved by the Bell Gardens City Council at its Regular Meeting of December 8, 2025.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONTRACTOR agree as follows:

SECTION 1. SCOPE OF WORK.

A. Subject to the terms and conditions of this Agreement, CONTRACTOR agrees to provide CITY non -emergency medical transportation services for eligible CITY residents under the Medical Taxi Program. The various tasks and related services to be performed by CONTRACTOR are more specifically described in the CITY's "Request for Proposals for Operation of the Medical Taxi Program" (hereinafter the "CITY RFP") dated November 12, 2025, and the written proposal of CONTRACTOR entitled "Proposal for Operation of the City's Medical Taxi Program" (hereinafter, the "CONTRACTOR PROPOSAL") dated November 21, 2025. The CITY RFP and the CONTRACTOR PROPOSAL are attached and incorporated hereto as Exhibit "A" and "B" respectively. The term "Scope of Work" shall be a collective reference to the CITY RFP and the CONTRACTOR PROPOSAL. The capitalized term "Work" shall be a collective reference to all the various services and tasks referenced in the Scope of Work. In the event of any conflict or inconsistency between the provisions of the document entitled CITY RFP and the provisions of the document entitled CONTRACTOR PROPOSAL, the requirements of the document entitled CITY RFP shall govern and control but only

to the extent of the conflict or inconsistency and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control but only to the extent of the conflict or inconsistency and no further.

B. CONTRACTOR shall provide all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the Work. CONTRACTOR shall perform the Work in accordance with the terms and conditions of this Agreement and in accordance with such other written or verbal directives as may be issued by CITY.

C. By executing this Agreement, CONTRACTOR warrants that CONTRACTOR: (i) has thoroughly investigated and considered the nature of the work, services and tasks to be performed under this Agreement; (ii) has carefully considered how the Work should be performed; and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.

CONTRACTOR warrants that it will inspect any location where the Work is to be performed and acquaint itself with the conditions of the location prior to commencing any of the Work requested by CITY. Should the CONTRACTOR discover any latent or unknown conditions which will materially affect the performance of the services hereunder, CONTRACTOR shall immediately inform the CITY of such fact and shall not proceed, except at CONTRACTOR's risk until written instructions are received from the City Representative as defined herein.

D. In the event CONTRACTOR ceases to perform the Work agreed to under this Agreement or otherwise abandons any undertaking contemplated herein prior to completion and acceptance of the Work, CONTRACTOR shall deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONTRACTOR in the performance of this Agreement.

Furthermore, CONTRACTOR shall only be compensated for the reasonable value of the services, tasks and other work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONTRACTOR's cessation or abandonment.

SECTION 2. TERM.

A. This Agreement shall have a term of three (3) years commencing as of January 1, 2026 (hereinafter, the "Term"). The Term of the Agreement may be extended by the CITY subject to its same terms and conditions for a maximum of two (2) one- year extensions, provided the CITY issues written notice of its intent to extend the Term of the Agreement prior to the expiration of the initial Term.

B. Nothing in this Section shall operate to prohibit or otherwise restrict the CITY's ability to terminate this Agreement at any time for convenience or for cause.

C. CONTRACTOR shall perform the Work continuously and with due diligence.

CONTRACTOR shall cooperate with CITY and in no manner interfere with the Work of CITY, its employees or other consultants, contractors or agents. 2

D. CONTRACTOR shall not claim or be entitled to receive any compensation or damage because of the failure of CONTRACTOR, or its subcontractors, to have related services or tasks completed in a timely manner.

E. CONTRACTOR shall at all times enforce strict discipline and good order among CONTRACTOR's employees.

F. CONTRACTOR, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

SECTION 3. PROSECUTION OF WORK.

A. CONTRACTOR shall perform the Work contemplated under this Agreement on an as -needed, as requested basis. Nothing in this Agreement shall be construed to grant CONTRACTOR the exclusive right to perform any of the types of services or tasks contemplated under this Agreement nor shall anything in this Agreement be construed to entitle CONTRACTOR to the receipt of any sums under this Agreement except for Work actually performed by CONTRACTOR, including other monthly fees described in the Scope of Work.

B. Time is of the essence in the performance of Work under this Agreement, and in the absence of a specific schedule or other instructions from the City Representative, CONTRACTOR shall begin and complete performance of the Work to completion in a timely and a diligently manner as possible.

SECTION 4. COMPENSATION.

A. CONTRACTOR shall perform all the Work in accordance with the rates set forth in the CONTRACTOR PROPOSAL.

B. CONTRACTOR's total compensation during the Term of this Agreement shall not exceed the annual sum of SIXTY THOUSAND DOLLARS ($60,000) (hereinafter, the "Annual Not -to -Exceed Sum"). CONTRACTOR further agrees that the Annual Not -to -Exceed Sum is inclusive of compensation for all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the Work. CONTRACTOR shall have no right or entitlement to any overage contingency sums authorized by the City Council unless the City Representative authorizes the expenditure of such overage contingency funds in writing in the City Representative's sole and absolute discretion.

C. The Annual Not -to -Exceed Sum will be paid to CONTRACTOR in monthly increments as the Work is completed. Following the conclusion of each calendar month, CONTRACTOR will submit to CITY an itemized invoice indicating the work performed and the tasks completed during the recently concluded calendar month, including the Work and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONTRACTOR's compensation includes hours worked by CONTRACTOR's personnel, the invoice shall indicate the number of hours worked in connection with the specific service or task requested, the persons responsible for performing the Work, the rate of compensation at 3

which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed, as described in the Scope of Work. Within thirty (30) calendar days of receipt of each invoice, CITY shall notify CONTRACTOR in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall not withhold applicable taxes or other authorized deductions from payments made to CONTRACTOR.

SECTION 5. STANDARD OF CARE.

A. CONTRACTOR represents, acknowledges and agrees as follows:

1. CONTRACTOR shall perform all work skillfully, competently and to the highest standards applicable to the CONTRACTOR's field;

2. CONTRACTOR represents all personnel assigned to perform the Work for CITY under this Agreement shall possess the skill, training, and experience necessary to competently perform the Work and shall at all times possess and maintain all licenses, certifications and/or qualifications necessary to perform the Work;

3. CONTRACTOR shall perform all work in a manner reasonably satisfactory to the CITY;

4. CONTRACTOR shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). CONTRACTOR's compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the Federal Department of Housing and Urbanization;

5. CONTRACTOR understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;

6. In the performance of this Agreement, CONTRACTOR shall supply and deploy personnel, equipment, tools, and materials necessary, in the reasonable opinion of CITY, to perform all Work in compliance with the standard of care set forth in this Section and to time complete all Work as specified by the Scope of Work or other written order;

7. All of CONTRACTOR's employees and agents (including but not limited to CONTRACTOR's subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement; and
4

8. CONTRACTOR shall perform, at CONTRACTOR's sole cost and expense, any tasks necessary to correct any errors or omissions caused by CONTRACTOR's failure to comply with the standard of care set forth in this Section or by any like failure on the part of CONTRACTOR's employees, agents, contractors, subcontractors and subconsultants. Such effort by CONTRACTOR to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the City Representative in writing in the City Representative's sole and absolute discretion.

B. The Parties acknowledge and agree that CONTRACTOR shall perform, at CONTRACTOR's own cost and expense and without any reimbursement from CITY, any services or tasks necessary to correct any errors or omissions caused by CONTRACTOR's failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONTRACTOR's employees, agents, contractors, subcontractors and subconsultants. Such effort by CONTRACTOR to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the City Representative in writing and absolute discretion. The Parties acknowledge and agree that CONTRACTOR's acceptance of any work performed by CONTRACTOR or on CONTRACTOR's behalf shall not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CONTRACTOR has relied upon the foregoing representations of CONTRACTOR, including but not limited to the representation that CONTRACTOR possesses the skills, training, knowledge and experience necessary to perform the Work in a skillful and competent manner equivalent to, the standard of performance generally recognized as being employed by professionals performing the same type of work and services in the State of California.

SECTION 6. REPRESENTATIVES.

A. City Representative. For the purposes of this Agreement, the contract administrator and CITY's representative shall be Bernardo Iniguez, Director of Public Works/Facilities (hereinafter, the "City Representative"). It shall be CONTRACTOR's responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and CONTRACTOR shall refer any decisions which must be made by CITY to the City Representative.

Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval of the City Representative.

B. Contractor Representative. For the purposes of this Agreement, Marco A. Soto, VP Public Affairs and Director of Operations, is hereby designated as the principal and representative of CONTRACTOR authorized to act on its behalf with respect to CONTRACTOR's performance under this Agreement and to make all decisions in connection therewith (hereinafter, the "Contractor Representative"). Notice to the Contractor Representative whether written or verbal shall constitute notice to 5

CONTRACTOR. The Contractor's Representative shall supervise and direct the Work, using their best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

SECTION 7. CONTRACTOR'S PERSONNEL.

A. CONTRACTOR represents that it has, or will secure at its own expense, all personnel required to perform the Work and all other services and tasks necessary for CONTRACTOR to competently and timely complete the improvements contemplated under this Agreement. All Work, services and tasks will be performed under CONTRACTOR's supervision, and CONTRACTOR's personnel engaged in the performance of the work, services and tasks contemplated under this Agreement shall possess the qualifications, permits and licenses required by applicable law to perform such work, services and tasks.

B. CONTRACTOR shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Work.

CONTRACTOR shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the CONTRACTOR's performance of the Work, and shall indemnify, defend and hold harmless CITY against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against CITY hereunder.

C. CONTRACTOR shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Work.

D. In the event that CITY, in its sole reasonable discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by CONTRACTOR to perform services pursuant to this Agreement, CONTRACTOR shall remove any such person immediately upon receiving notice from CITY of the desire of CITY for the removal of such person or persons.

E. CONTRACTOR shall be responsible for payment of all employees' and subconsultants' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security.

F. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the performance of the Work contemplated under this Agreement.

SECTION 8. SUBSTITUTION OF KEY PERSONNEL. CONTRACTOR has represented to CITY that certain key personnel will perform and coordinate the Work under this Agreement. Should one or more of such personnel become unavailable, CONTRACTOR may substitute other personnel of at least equal competence upon written approval of CITY. In the event that CITY and CONTRACTOR cannot agree as to the substitution of key personnel, CITY shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Work in a manner acceptable to 6

the CITY, or who are determined by the CITY to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONTRACTOR at the request of the CITY.

SECTION 9. [Reserved]
SECTION 10. PROHIBITED INTERESTS. CONTRACTOR warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONTRACTOR, to solicit or secure this Agreement. Further, CONTRACTOR warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.

For breach or violation of this warranty, CITY shall have the absolute and unfettered right to rescind this Agreement without liability or penalty. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

SECTION 11. INDEPENDENT CONTRACTOR.

A. All acts of CONTRACTOR, its agents, officers, subcontractors and employees and all others acting on behalf of CONTRACTOR relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of CITY. CONTRACTOR, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of CITY. CONTRACTOR has no authority or responsibility to exercise any rights or power vested in CITY. No agent, officer, or employee of CITY is to be considered an employee of CONTRACTOR. It is understood by both CONTRACTOR and CITY that this Agreement shall not, under any circumstances, be construed or considered to create an employer -employee relationship or a joint venture.

B. CONTRACTOR, its agents, officers, subcontractors and employees are and, at all times during the Term of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of CITY.

C. CONTRACTOR shall determine the method, details and means of performing the Work. CONTRACTOR shall be responsible to CITY only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to CITY's control with respect to the physical action or activities of the CONTRACTOR in fulfillment of this Agreement.

CONTRACTOR has control over the manner and means of performing the services under this Agreement. CONTRACTOR is permitted to provide services to others during the same period as it provides services to CITY under this Agreement. If necessary, CONTRACTOR has the responsibility for employing other persons or firms to assist CONTRACTOR in fulfilling the terms and obligations under this Agreement.

D. If in the performance of this Agreement any third persons are employed by 7

CONTRACTOR, such persons shall be entirely and exclusively under the direction, supervision, and control of CONTRACTOR. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the CONTRACTOR.

E. It is understood and agreed that as an independent contractor and not an employee of CITY neither the CONTRACTOR nor CONTRACTOR'S assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of CITY in any capacity whatsoever as an agent, or to bind CITY to any obligation whatsoever.

F. As an independent contractor, CONTRACTOR hereby indemnifies and holds CITY harmless from any and all claims that may be made against CITY based upon any contention by any third party that an employer -employee relationship exists by reason of this Agreement.

SECTION 12. CONFLICTS OF INTEREST. CONTRACTOR hereby warrants for itself, its employees, and subcontractors that those persons presently have no interest and shall not obtain any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Agreement. No person having such conflicting interest shall be employed by or associated with CONTRACTOR in connection with this project. CONTRACTOR hereby warrants for itself, its employees, and subcontractors that no such person shall engage in any conduct which would constitute a conflict of interest under any CITY ordinance, state law or federal statute.

CONTRACTOR agrees that a clause substantially similar to this Section shall be incorporated into any sub -contract that CONTRACTOR executes in connection with the performance of this Agreement.

SECTION 13. NON-DISCRIMINATION. During the performance of this Agreement, CONTRACTOR and its subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, reproductive health decision making or military and veteran status.

CONTRACTOR and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination.

CONTRACTOR and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, Section 12900 et seq.). The applicable regulations of the Fair Employment and Housing Act, set forth in Part 2.8, Division 3, of Title 2 of the Government Code are incorporated into this Contract by reference and made a part hereof as if set forth in full. CONTRACTOR and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. This CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform the Work under this Agreement.

SECTION. 14. INDEMNIFICATION.

A. To the fullest extent permitted by law, CONTRACTOR hereby agrees, at its sole 8

cost and expense, to defend, protect, indemnify, and hold harmless CITY and CITY's elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, and assigns (collectively "Indemnitees") from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively "Liabilities"), arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to any act, failure to act, error, or omission of CONTRACTOR or any of CONTRACTOR's officers, agents, servants, employees, subcontractors, materialmen, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to this Agreement and the performance or failure to perform any term, provision, covenant, or condition of the Agreement, including this indemnity provision. This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive negligence by CONTRACTOR and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity provision shall survive the termination of the Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law or elsewhere under this Agreement. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against any one or more of the Indemnitees shall be conclusive in favor of the Indemnitees' right to recover under this indemnity provision.

CONTRACTOR shall pay Indemnitees for any attorney's fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code § 2782(a), or (b) the contracting public agency's active negligence to the limited extent that the underlying Agreement is subject to Civil Code § 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverage(s) which may have been required under the Agreement or any additional insured endorsements which may extend to Indemnitees. Accountants, attorneys, or other professionals employed by Indemnitor to defend Indemnitees shall be selected by Indemnitees.

CONTRACTOR, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees.

B. CONTRACTOR's obligations under this or any other provision of this Agreement will not be limited by the provisions of any workers compensation act or similar act.

CONTRACTOR expressly waives its statutory immunity under such statutes or laws as to the Indemnities.

C. CONTRACTOR agrees to obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. In the event CONTRACTOR fails to obtain such 9

indemnity obligations for the benefit of CITY, CONTRACTOR agrees to be fully responsible and indemnify, hold harmless and defend CITY, its officers, agents, employees and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged, intentional, reckless, negligent or otherwise wrongful acts, errors or omissions of CONTRACTOR or any of its officers, employees, servants, agents, subcontractors, volunteers or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of CITY's choice.

D. CITY does not, and shall not; waive any rights that it may possess against CONTRACTOR because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense. CONTRACTOR agrees that CONTRACTOR's covenant under this Section shall survive the termination of this Agreement.

E. CONTRACTOR shall fully comply with the workers' compensation laws regarding CONTRACTOR and CONTRACTOR's employees. CONTRACTOR further agrees to indemnify and hold CITY harmless from any failure of CONTRACTOR to comply with applicable workers' compensation laws. CITY shall have the right to offset against the amount of any fees due to CONTRACTOR under this Agreement any amount due to CITY from CONTRACTOR as a result of CONTRACTOR's failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

SECTION 15. INSURANCE.

A. CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:

1. General liability insurance. CONTRACTOR shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted.

2. Automobile liability insurance. CONTRACTOR shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the CONTRACTOR arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned, or rented vehicles, in an amount not less than Five Million Dollars ($5,000,000) combined single limit for each accident.
10

3. Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance (with limits of at least One Million Dollars ($1,000,000)).

4. Umbrella or excess liability insurance. CONTRACTOR shall obtain and maintain an umbrella liability insurance policy with limits that will provide bodily injury, personal injury, and property damage liability coverage, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions:
a. A drop -down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason, other than bankruptcy or insolvency of said primary insurer;
b. "Pay on behalf of" wording as opposed to "reimbursement"; and c. Concurrency of effective dates with primary policies.

Should CONTRACTOR obtain and maintain an excess liability policy, such policy shall be excess over commercial general liability, automobile liability, and employer's liability policies. Such policy or policies shall include wording that the excess liability policy follows the terms and conditions of the underlying policies.

B. CONTRACTOR shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement.

C. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the Agency's Risk Manager.

D. CONTRACTOR agrees that if it does not keep the insurance required in this Agreement in full force and effect, CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR'S expense, the premium thereon.

E. Prior to commencement of Work under this Agreement, CONTRACTOR shall file with CITY's Risk Manager a certificate or certificates of insurance showing that the insurance policies are in effect and satisfy the required amounts and specifications required pursuant to this Agreement.

F. CONTRACTOR shall provide proof that policies of insurance expiring during the Term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages.

G. The general liability and automobile policies of insurance shall contain an 11

endorsement naming CITY, its elected officials, officers, agents, employees, attorneys, servants, volunteers, successors and assigns as additional insureds. All of the policies shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days' prior written notice to CITY.

CONTRACTOR agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions.

H. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the CITY, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

I. All insurance coverage provided pursuant to this Agreement shall not prohibit CONTRACTOR, and CONTRACTOR's employees, agents, subcontractors, or volunteers from waiving the right of subrogation prior to a loss. CONTRACTOR hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents and volunteers. CONTRACTOR shall submit to CITY a Waiver of Subrogation endorsement in favor of CITY, its officers, agents, employees, and volunteers.

J. Any deductibles or self -insured retentions must be approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self -insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.

K. If CONTRACTOR is a Limited Liability Company, general liability coverage must be amended so that the Limited Liability Company and its managers, affiliates, employees, agents, and other persons necessary or incidental to its operation are insureds.

L. Procurement of insurance by CONTRACTOR shall not be construed as a limitation of CONTRACTOR's liability or as full performance of CONTRACTOR's duties to indemnify, hold harmless and defend under Section 14 of this Agreement.

M. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONTRACTOR or CITY will withhold amounts sufficient to pay premium from CONTRACTOR payments. In the alternative, CITY may cancel this Agreement effective upon notice.

N. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
12

SECTION 16. RECORDS AND INSPECTION. CONTRACTOR shall keep, and require subcontractors to keep, such books and records as shall be necessary to document the performance of the Work and enable the CITY to evaluate the performance of the Work.

The Contract Officer shall have full and free access to such books and records at all times during normal business hours of CITY, including the right to inspect, copy, audit, and make records and transcripts from such records. Such records shall be maintained for a period of four (4) years following completion of the services hereunder, and the CITY shall have access to such records in the event any audit is required.

SECTION 17. TERMINATION.

A. Termination for Convenience. CITY may immediately terminate this Agreement for convenience, without cause and without penalty or liability at any time upon the issuance of written notice to CONTRACTOR specifying the effective date of such termination. Such termination for convenience shall be made in writing signed by the City Manager. CONTRACTOR may only terminate this Agreement for cause.

B. Termination for Cause. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, "Event of Default") shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a "Default Notice") which shall specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default shall be cured, which shall not be less than the applicable cure period set forth in this Section or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement. An Event of Default shall include, but shall not be limited to the following: (i) CONTRACTOR's failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (ii) CONTRACTOR's and/or its employees' disregard or violation of any federal, state, local law, rule, procedure or regulation; (iii) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONTRACTOR, whether voluntary of involuntary; (iv) CONTRACTOR's refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (v) CITY's discovery that a statement representation or warranty by CONTRACTOR relating to this Agreement is false or erroneous in any material respect, including any statement, representation or warranty set forth in the Equipment Specifications.

1. CONTRACTOR shall cure the following Event of Default within the following time periods:

Within three (3) business days of CITY's issuance of a Default Notice for any failure of CONTRACTOR to timely provide CITY or CITY's employees or agents with any information and/or written reports, documentation or work product which CONTRACTOR is obligated to 13